efc9-0383_6834080ex44.htm


     

    Exhibit
4.4

     

    This
ADMINISTRATIVE AGREEMENT dated as of [     ],
20[  ] (this “Agreement”), among [Name of Trustee], a _______
[banking] corporation, not in its individual capacity but as trustee (the
“Trustee”), [Name of Administrative Agent], a _______ [banking] corporation, as
Administrative Agent (the “Administrative Agent”) and Credit Suisse Asset
Repackaging Depositor LLC (the “Depositor”), a Delaware limited liability
company.  Capitalized terms used and not otherwise defined herein
shall have the meanings assigned such terms in the Trust Agreement (as defined
below).

     

    W
I T N E S S E T H:

     

    WHEREAS,
concurrently with the execution of this Agreement, [name of Trust] will issue
certificates (the “Certificates”) pursuant to a trust agreement, dated as of
[    ], 20[  ] (the “Standard Terms”), between the
Depositor and the Trustee, as supplemented and amended by the Series
20[  ]-[ ] Series Supplement, dated as of [    ],
20[  ] (the “Series Supplement” and, together with the Standard Terms,
the “Trust Agreement”);

     

    WHEREAS,
the Trustee desires to have the Administrative Agent perform certain of the
duties of the Trustee set forth in the Trust Agreement and to provide such
services consistent with the terms of this Agreement and the Trust Agreement as
the Trustee may request from time to time;

     

    WHEREAS,
the Administrative Agent desires to perform such services and has the capacity
to provide the services required hereby and is willing to perform such services
on the terms set forth herein; and

     

    WHEREAS,
the Depositor, in order to facilitate the transactions contemplated in the Trust
Agreement, has agreed to deposit or cause to be deposited an amount of money to
the Expense Reserve Account from which the fees and expenses of the Trustee and
the Administrative Agent shall be paid;

     

    NOW,
THEREFORE, in consideration of the mutual covenants contained herein, and other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

     

    1.       
Duties of the Administrative
Agent.

     

    (a)  Duties with Respect to the
Trust Agreement.  The Administrative Agent shall consult with
the Trustee regarding the express duties of the Trustee under the Trust
Agreement.  [The Administrative Agent shall prepare for execution by
the Trust, or shall cause the preparation by other appropriate persons or
entities of, all such documents, reports, filings, instruments, certificates and
opinions that it shall be the express duty of the Trustee to prepare, file or
deliver pursuant to the Trust Agreement.]  [Notwithstanding anything
in this Agreement or in the related documents, the Administrative Agent shall
not be responsible for filing any franchise tax returns, any [Delaware] tax
returns, taking any other action, or causing any other filings, required in


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    order to
maintain the existence of the Trust, nor any other actions or filings generally
required to be made by the Trust under [Delaware] law.] [The Administrative
Agent shall not be responsible for any filings required under the Securities Act
of 1933, as amended, the Securities Exchange Act of 1934, as amended, or under
any state securities or “Blue Sky” statute.]  In furtherance of the
foregoing, the Administrative Agent shall take all appropriate action that is
the express duty of the Trustee to take pursuant to the Trust Agreement
including, without limitation, such of the foregoing as are required with
respect to the following matters under the Trust Agreement (references are to
sections of the Standard Terms):

     

    
                                                
(i)            
[NOTE:
List principal duties under the Trust Agreement to be delegated to the
Administrative Agent];

       

      (b)  Additional
Duties.

       

       (i)            
In
addition to the duties of the Administrative Agent set forth above, the
Administrative Agent shall perform, or cause to be performed all such


      other
duties and obligations as the Trustee may request which are not covered by any
of the foregoing provisions to the extent the Administrative Agent has the
ability to perform such functions.

       

              
 (ii)            
In
carrying out the foregoing duties or any of its other obligations under this
Agreement, the Administrative Agent may enter into transactions with any of its
Affiliates; provided, however, that the terms of any such transactions shall be
in accordance with the terms of the Trust Agreement, this Administration
Agreement and any directions received from the Trustee and shall be, in the
Administrative Agent’s reasonable opinion, on terms no less favorable to the
Trustee than would be available from unaffiliated parties. If reasonably
necessary to carry out duties or other obligations contemplated hereby, the
Administrative Agent is hereby authorized to select and hire agents or
attorneys-in-fact, and so long as such selection was done with reasonable care,
the Administrative Agent shall not be responsible for the negligent acts or
omissions of such agents or attorneys-in-fact.

       

       (iii)            
The
Administrative Agent shall perform any other duties expressly required to be
performed by the Administrative Agent under the Trust Agreement.

       

              
(iv)             
In
carrying out any of its obligations under this Agreement, the Administrative
Agent may act either directly or through its agents, attorneys, accountants,
independent contractors and auditors and enter into agreements with any of
them.

       

      (c)     
 Non-Ministerial
Matters.

       

                 (i)     With
respect to matters that in the reasonable judgment of the Administrative Agent
are non-ministerial, the Administrative Agent shall not take any action unless
within a reasonable time before the taking of such action, 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      the
Administrative Agent shall have notified the Trustee of the proposed action and
the Trustee shall not have withheld consent or provided an alternative
direction.  For the purpose of the preceding sentence,
“non-ministerial matters” shall include, without limitation:

       

      
        [(A)       
the
amendment of or any supplement to the Trust
Agreement;]

      

       

                     [(B)      the
initiation of any claim or lawsuit by the Administrative Agent and the
compromise of any action, claim or lawsuit brought by or against the


                                
Trustee or the Administrative Agent][; and]

       

      
                          
[(C)          the
appointment of any successor Certificate Registrar, successor Administrative
Agent or successor Trustee pursuant to the Trust Agreement,
or 

                                                                 
 the  consent to the assignment by the Certificate Registrar,
Administrative Agent or Trustee of its obligations under the Trust
Agreement].

      

       

                               
(ii)           
 Notwithstanding
anything to the contrary in this Agreement, the Administrative Agent shall not
be obligated to, and shall not (x) make any payments to the Certificateholders
under the Trust Agreement, (y) sell the Conveyed Assets or (z) take any action
that the Trustee directs the Administrative Agent not to take on its
behalf.

       

      2.        
Records.  The
Administrative Agent shall maintain appropriate books of account and records
relating to services performed hereunder, which books of account and records
shall be accessible for inspection by the Trustee at any time during normal
business hours.

       

      3.     
  Additional Information to Be
Furnished to the Trustee.  The Administrative Agent shall
furnish to the Trustee from time to time such additional information regarding
its duties hereunder as the Trustee shall reasonably request.

       

      4.        
Independence of the
Administrative Agent.  For all purposes of this Agreement, the
Administrative Agent shall be an independent contractor and shall not be subject
to the supervision of the Trustee with respect to the manner in which it
accomplishes the performance of its obligations hereunder.  Unless
expressly authorized by the Trustee, the Administrative Agent shall have no
authority to act for or represent the Trustee in any way and shall not otherwise
be deemed an agent of the Trustee.

       

      5.        
No Joint
Venture.  Nothing contained in this Agreement (i) shall
constitute the creation by the Administrative Agent and the Trustee or the
Depositor of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be construed to
impose any liability as such on any of them or (iii) shall be deemed to confer
on any of them any express, implied or apparent authority to incur any
obligation or liability on behalf of the others.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      6.        
Other Activities of
Administrative Agent.  Nothing herein shall prevent the
Administrative Agent or its Affiliates from engaging in other businesses or, in
its sole discretion, from acting in a similar capacity as and Administrative
Agent for any other person or entity even though such person or entity may
engage in business activities similar to those of the Trustee.

       

      7.        
Term of Agreement;
Resignation and Removal of Administrative Agent.

       

      (a)      
This
Agreement shall continue in force until [[    ], 20[ ]][the
termination of the Trust Agreement pursuant to the terms thereof, upon which
event this Agreement shall automatically terminate].

       

      (b)      
The
Trustee may remove the Administrative Agent without cause by providing the
Administrative Agent with at least [sixty] days’ prior written
notice.

       

      (c)      
The
Administrative Agent may be removed for cause by the Trustee or the Depositor,
and the Administrative Agent shall be so removed for cause by the Trustee acting
at the direction of Certificateholders evidencing at least [  ]% of
Voting Rights of Certificates then Outstanding (the “Required
Percentage—Administrative Agent Termination”), immediately upon written notice
of termination from the Trustee or the Depositor, as applicable, to the
Administrative Agent if any of the following events shall occur (each, an
“Administrative Agent Termination Event”):

       

                                
(i)            
the
Administrative Agent shall default in the performance of any of its duties under
this Agreement and, after notice of such default, shall not cure such default
within [ten] days (or, if such default cannot be cured in such time, shall not
give within [ten] days such assurance of cure as shall be reasonably
satisfactory to the Trustee);

       

                               
(ii)            
the entry
of a decree or order by a court having jurisdiction over the Administrative
Agent, adjudging the Administrative Agent as bankrupt or insolvent, or approving
as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Administrative Agent under any bankruptcy
law, or appointing a receiver, liquidator, assignee, or sequestrator (or other
similar official) of the Administrative Agent or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
[sixty] consecutive days; or

       

              
(iii)            
the
institution by the Administrative Agent of proceedings to be adjudicated as
bankrupt or insolvent, or the consent by the Administrative Agent to the
institution of bankruptcy or insolvency proceedings against it, or the filing by
the Administrative Agent of a petition or answer or consent seeking
reorganization or relief under any bankruptcy law, or the consent by either the
Administrative Agent to the filing of any such petition or to the appointment of
a receiver, liquidator, assignee, trustee or sequestrator (or other similar
official) of

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       the
Administrative Agent or of any substantial part of its property, or to the
ordering of the winding up or liquidation of its affairs, or the making by the
Administrative Agent of an assignment for the benefit of creditors, or the
admission by the Administrative Agent in writing of its inability to pay its
debts generally as they become due, or the taking of any action by the
Administrative Agent in furtherance of any such action;

       

      The
Administrative Agent agrees that if any of the events specified in clauses (ii)
or (iii) of this Section shall occur, it shall give written notice thereof to
the Trustee within [seven] days after the occurrence of such event.

       

      (d)      
The
Administrative Agent may resign from its obligations and duties hereunder by
providing the Trustee with at least [sixty] days’ prior written notice of its
resignation.  The Administrative Agent may so resign only if such
resignation, and the appointment of a successor, will not result in a withdrawal
or downgrading of the rating of the Certificates, or upon a determination that
its duties under the Trust Agreement or hereunder are no longer permissible
under applicable law.  No resignation shall be effective until the
Trustee or a successor has assumed the Administrative Agent’s obligations and
duties under the Trust Agreement.

       

      (e)       [The
[Trustee] will be responsible for the expenses incurred in the resignation or
removal of the Administrative Agent and the appointment of a successor
administrative agent.][Expenses incurred in the resignation or removal of the
Administrative Agent and the appointment of a successor administrative agent
will be paid from the Expense Reserve Account.]

       

      8.        
Action upon Termination,
Resignation or Removal.  Promptly upon the effective date of
termination of this Agreement pursuant to Section 7(a) or the removal or
resignation of the Administrative Agent pursuant to Sections 7(b) or (d),
respectively, the Administrative Agent shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal.  The Administrative Agent shall forthwith upon
such termination pursuant to Section 7(a) deliver to the Trustee all property
and documents of or relating to the Trust then in the custody of the
Administrative Agent.

       

      Simultaneously upon removal of the
Administrative Agent pursuant to Section 7(c), the Trustee shall reassume all
the responsibilities, duties and liabilities of the Administrative Agent under
this Agreement with respect to the Certificates and the Underlying TLG Debt
Securities and shall be entitled to compensation similar to that due to the
Administrative Agent hereunder.  If the Trustee is unwilling or unable
to act in such capacity, it may or, at the written request of the
Certificateholders of the Required Percentage—Administrative Agent Termination
it shall, appoint or petition a court of competent jurisdiction for the
appointment of an administrative agent acceptable to the Rating Agencies with a
net worth at the time of such appointment of at least $15,000,000 to act as
successor to such Administrative Agent under this Agreement.  Pending
such appointment, the Trustee shall be obligated to act in such
capacity.  The Trustee and any such successor administrative agent may
agree upon the compensation to be paid to such

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      successor,
which in no event may be greater than the compensation payable to the
Administrative Agent hereunder.

       

      In the event of the removal or
resignation of the Administrative Agent pursuant to Sections 7(b) or 7(d)
respectively, the Trustee shall simultaneously reassume direct responsibility
for all obligations delegated herein without any act or deed on the part of the
Administrative Agent, and the Trustee shall perform directly the administrative
obligations previously performed by the Administrative Agent with respect to the
Certificates and the Underlying TLG Debt Securities or shall enter into an
Administrative Agreement with a successor administrative agent which so
qualifies under Section 7.02 of the Standard Terms.

       

      In the event of the removal or
resignation of the Administrative Agent pursuant to Sections 7(b) or 7(d)
respectively, the Administrative Agent shall cooperate with the Trustee and take
all reasonable steps requested to assist the Trustee in making an orderly
transfer of the duties of the Administrative Agent.

       

      9.        
[Administrative Agent as
Servicer.  [Each of the parties hereto acknowledges that, for
purposes of Regulation AB, the Administrative Agent constitutes the “servicer”
of the Trust.]

       

      10.      
Annual Statement of
Compliance; Assessments of Compliance and Accounting Firm
Attestations.   The Administrative Agent (i) agrees to
provide an annual statement of compliance, as required under Section 7.18 of the
Standard Terms, and (ii) agrees to provide, and to cause any Reporting
Subcontractor engaged by it to provide, any Assessments of Compliance and
Accounting Firm Attestations, as required under Section 10(f) of the Series
Supplement, in each case, sufficient for the Trust and the Depositor to satisfy
their obligations under Rules 13a-18 and 15d-18 of the Exchange Act and Item
1122 and Item 1123 of Regulation AB.

       

      11.      
Indemnification by the
Administrative Agent.  (a) The Administrative Agent (the
“Indemnifying Party”), shall indemnify the Depositor for the preparation,
execution or filing of any report required to be filed with the Commission with
respect to the Trust, or for execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect to the Trust;
and shall indemnify the present and former directors, officers, employees and
agents of the Depositor and shall hold each of them harmless from and against
any losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments, and any other costs, fees and expenses that any of
them may sustain arising out of or based upon:

       

                                
(i)             any
untrue statement of a material fact contained or alleged to be contained in or
the omission or alleged omission to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading in (x) any
compliance certificate delivered by it, or by

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       any
Reporting Subcontractor engaged by it, pursuant to the Trust Agreement, (y) any
Assessment of Compliance or Accounting Firm Attestation delivered by or on
behalf of it, or by any Reporting Subcontractor engaged by it, pursuant to the
Trust Agreement, or (z) any Additional Form 10-D Disclosure, Additional Form
10-K Disclosure or Form 8-K Disclosure Information concerning the Administrative
Agent and provided by it;

       

       
(ii)             any
failure by the Indemnifying Party to perform its obligations when and as
required under Section 10 of the Series Supplement; or

       

       (iii)            
any negligence, bad faith or willful misconduct by the Indemnifying
Party.

       

      In the case of any failure of
performance described in clause (a)(ii) of this Section, the Indemnifying Party
shall promptly reimburse the Depositor and each Person responsible for the
preparation, execution or filing of any report required to be filed with the
Commission with respect to the transaction, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to the Trust, for all costs reasonably incurred by each such party in order to
obtain the information, report, certification, accountants’ letter or other
material not delivered as required by the Indemnifying Party or any
Subcontractor of the Indemnifying Party.

       

      (b)     
(i)             Any
failure by the Indemnifying Party or any Subcontractor of the Indemnifying Party
to deliver any information, report, certification or accountants’ letter when
and as required under Section 10 of the Series Supplement, including (except as
provided below) any failure by the Indemnifying Party to identify pursuant to
Section 10(g)(ii) of the Series Supplement any Subcontractor “participating in
the servicing function” within the meaning of Item 1122 of Regulation AB, which
continues unremedied for ten calendar days after the date on which such
information, report, certification or accountants’ letter was required to be
delivered shall entitle the Depositor in its sole discretion to terminate the
rights and obligations of the Indemnifying Party hereunder without payment
(notwithstanding anything herein to the contrary) of any compensation to the
Indemnifying Party.

       

                               
(ii)             The
Indemnifying Party shall promptly reimburse the Depositor for all reasonable
expenses incurred by it, in connection with the termination of the Indemnifying
Party and the transfer of its duties to a successor.  The provisions
of this paragraph shall not limit whatever rights the Depositor may have under
other provisions of this Agreement or otherwise, whether in equity or at law,
such as an action for damages, specific performance or injunctive
relief.

       

      (c)       This
indemnification shall survive the termination of this Agreement or the
termination of any party to this Agreement.

       

      12.      
Limitations on Liability;
Indemnification by the Depositor.  The Administrative Agent
shall not be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its responsibilities hereunder and which in
its opinion may cause it to incur any expense or liability.  The
Administrative Agent may, however, in its discretion undertake any action which
it may deem necessary or desirable 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      with
respect to this Agreement and the rights and duties of the parties hereto and
the interests of the Certificateholders hereunder.

       

      The
Administrative Agent and any director, officer, employee or agent of the
Administrative Agent shall be indemnified by the Depositor and shall be held
harmless against any loss, liability or expense incurred in connection with any
legal action relating to this Agreement or the Certificates or the performance
of the Administrative Agent’s duties hereunder, other than any loss, liability
or expense that is incurred by reason of willful misconduct, bad faith or gross
negligence in the performance of the Administrative Agent’s duties under this
Agreement or as a result of a breach, or by reason of reckless disregard, of the
Administrative Agent’s obligations and duties hereunder.  This
indemnity shall survive the termination or discharge of this
Agreement.

       

      13.      
Notices.  Any
notice, report or other communication given hereunder shall be in writing and
addressed as follows:

       

      (a)      
If to the
Trustee, to:

       

                                                 
[name and address of the Trustee]

       

      (b)      
If to the
Administrative Agent, to:

       

                                                 
[name and address of the Administrative Agent]

       

      (c)       
If to the the
Depositor, to:

       

                                                 
[name and address of the Depositor]

       

      or to
such other address as any party shall have provided to the other parties in
writing.  Any notice required to be in writing hereunder shall be
deemed given if such notice is mailed by certified mail, postage prepaid, or
hand-delivered to the address of such party as provided above.

       

      14.      
Amendments.  This
Agreement may be amended from time to time under the same terms and subject to
the same conditions under which the Trust Agreement may be amended pursuant to
Section 8.01 of the Standard Terms.

       

      15.      
Successors and
Assigns.  This Agreement may not be assigned by the
Administrative Agent unless such assignment is previously consented to in
writing by the Trustee and the Depositor and unless the Rating Agencies, after
having been given [10] days’ prior notice of such assignment, shall have
declared in writing that such assignment will not result in a reduction or
withdrawal of the then current rating of the Certificates.  An
assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrative Agent
is bound hereunder.  Any corporation or association into which the
Administrative Agent may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      which the
Administrative Agent shall be party, or any corporation or association
succeeding to the trust business of the Administrative Agent, shall be the
successor of the Administrative Agent hereunder and shall be deemed to have
assumed the Administrative Agent’s obligations under the Trust Agreement,
provided such corporation or association shall be eligible under Section 7.02 of
the Standard Terms, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

       

      16.      
GOVERNING
LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

       

      17.      
Headings.  The
section headings hereof have been inserted for convenience of reference only and
shall not be construed to affect the meaning, construction or effect of this
Agreement.

       

      18.      
Article and Section
References.  All article and section references used in this
Agreement, unless otherwise provided, are to articles and sections in this
Agreement.

       

      19.      
Counterparts.  This
Agreement may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and such counterparts
shall constitute one and the same instrument.

       

      20.      
Severability.  If
any one or more of the covenants, agreements, provisions or terms of this
Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement
or of the Certificates or the rights of the Certificateholders
thereof.

       

      21.      
Entire
Agreement.  This Administrative Agreement constitutes the
entire agreement and understanding of the parties with respect to its subject
matter and supersedes all oral communication and prior writings with respect
thereto.

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and
delivered as of the day and year first above written.

       

       

      
        
          	 	[NAME
      OF TRUSTEE], as Trustee	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


        

      

       

      
        
          
            	 	
                    [NAME
      OF ADMINISTRATIVE AGENT,

                    as
      Administrative Agent

                     

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 	 


          

        

      

       

      
        
          
            
              	 	
                      CREDIT SUISSE ASSET REPACKAGING 

                      DEPOSITOR LLC, as Depositor

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name:	 
	 	 	Title: