Exhibit 5 ADMINISTRATION AGREEMENT dated as of September 15, 1997 (the "Closing Date"), among TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, a Delaware business trust (the "Issuer"), Delaware Trust Capital Management, Inc., as Trustee under...Administration Agreement • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledSeptember 23rd, 1997 Company Industry Jurisdiction
Exhibit 3 ADMINISTRATION AGREEMENT dated as of September 15, 1997 (the "Closing Date"), among TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7, a Delaware business trust (the "Issuer"), Delaware Trust Capital Management, Inc., as Trustee under...Administration Agreement • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledSeptember 23rd, 1997 Company Industry Jurisdiction
BASE TRUST AGREEMENTTrust Agreement • April 6th, 1998 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledApril 6th, 1998 Company Industry Jurisdiction
SCHEDULE to the Master AgreementMaster Agreement • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledSeptember 23rd, 1997 Company Industry Jurisdiction
TRUST AGREEMENT betweenTrust Agreement • April 15th, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledApril 15th, 1997 Company Industry Jurisdiction
between STRUCTURED PRODUCTS CORP., as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as TrusteeSeries Supplement • May 27th, 1998 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledMay 27th, 1998 Company Industry Jurisdiction
Exhibit 8 TIERS{SM} ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7 $352,980,000 Fixed Rate Notes, Class A UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledSeptember 23rd, 1997 Company Industry Jurisdiction
EXHIBIT 4.1 STANDARD TERMS FOR DEPOSITARY TRUST AGREEMENTSDepositary Trust Agreement • June 21st, 2001 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledJune 21st, 2001 Company Industry Jurisdiction
between STRUCTURED PRODUCTS CORP., as Depositor andSupplement • April 8th, 2004 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledApril 8th, 2004 Company Industry Jurisdiction
September 15, 1997 Ms. Wendy Bannerman-Clark Westdeutsche Landesbank Girozentrale, New York Branch 1211 Avenue of the Americas New York, NY 10036 Facsimile: 212-597-8592 Telephone: 212-597-8583 West LB Ref: Trust Confirm (Take Out Transaction)...Confirmation Agreement • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies
Contract Type FiledSeptember 23rd, 1997 Company Industry
Trust Indenture Act Section Agreement Section ------- ----------------- 310(a)(1) .................... 8.6(a) (a)(2) .................... 8.6(a) (a)(3) .................... 8.10 (a)(4) .................... 8.1(d) (a)(5) .................... 8.6(a) (b)...Base Trust Agreement • August 8th, 2006 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledAugust 8th, 2006 Company Industry Jurisdiction
September 15, 1997 Ms. Wendy Bannerman-Clark Westdeutsche Landesbank Girozentrale, New York Branch 1211 Avenue of the Americas New York, NY 10036 Facsimile: 212-597-8592 Telephone: 212-597-8583 West LB Ref: Trust Confirm (Interest Rate Transaction)...Transaction Confirmation • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies
Contract Type FiledSeptember 23rd, 1997 Company Industry
betweenCorts(r) Supplement • May 14th, 2001 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledMay 14th, 2001 Company Industry Jurisdiction
betweenCorts Supplement Agreement • March 8th, 2001 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledMarch 8th, 2001 Company Industry Jurisdiction
Exhibit 1 SERIES TRUST INDENTURE between TIERS ASSET-BACKED SECURITIES, SERIES CHAMT TRUST 1997-7, as Issuer, and FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION, as Indenture Trustee FIXED RATE NOTES, Class A TABLE OF CONTENTSSeries Trust Indenture • September 23rd, 1997 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledSeptember 23rd, 1997 Company Industry Jurisdiction
betweenCortssm Supplement • November 16th, 1999 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledNovember 16th, 1999 Company Industry Jurisdiction
andSeries Supplement Amendment • December 18th, 1998 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledDecember 18th, 1998 Company Industry Jurisdiction
BASE TRUST AGREEMENT FOR TRUSTS SPONSORED BY STRUCTURED PRODUCTS CORP. Dated as of [________], 2013Base Trust Agreement • August 13th, 2013 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledAugust 13th, 2013 Company Industry JurisdictionTHIS BASE TRUST AGREEMENT is dated as of [_________], 2013, and will be incorporated by reference into a Series Supplement between STRUCTURED PRODUCTS CORP., a Delaware corporation, as Trustor, and a trustee appointed under such Series Supplement. This Base Trust Agreement and the applicable Series Supplement are collectively referred to herein as the Trust Agreement.
SUPPLEMENT [______] between STRUCTURED PRODUCTS CORP., as Trustor and [U.S. BANK NATIONAL ASSOCIATION], as Trustee and Securities Intermediary [_____] Trust [______] For [____________] DebenturesSupplement • August 13th, 2013 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledAugust 13th, 2013 Company Industry JurisdictionThe Trust was created pursuant to a Base Trust Agreement, dated as of [_________], 20[__] (as amended and supplemented, the “Agreement”), between the Trustor and [U.S. Bank National Association], a national banking association, not in its individual capacity but solely as Trustee (the “Trustee”), as supplemented by the [_____] Supplement [______], dated as of [______________] (the “Series Supplement” and, together with the Agreement, the “Trust Agreement”), between the Trustor and the Trustee. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee with respect hereto. A copy of the Trust Agreement may be obtained from the Trustee by written request sent to the Corporate Trust Office. Capitalized terms used but not defined herein have the meanings assigned t
betweenCorts Supplement • January 26th, 2001 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledJanuary 26th, 2001 Company Industry Jurisdiction
Trust Certificates UNDERWRITING AGREEMENTUnderwriting Agreement • June 3rd, 2013 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledJune 3rd, 2013 Company Industry Jurisdiction
EXHIBIT 1.1 TIERS CORPORATE BOND-BACKED CERTIFICATES TRUST C 1998-6 TIERS CORPORATE BOND-BACKED CERTIFICATES, SERIES C 1998-6 UNDERWRITING AGREEMENTUnderwriting Agreement • May 27th, 1998 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledMay 27th, 1998 Company Industry Jurisdiction
Form of] CorTS® SUPPLEMENT 2013-1 between STRUCTURED PRODUCTS CORP., as Trustor and U.S. BANK NATIONAL ASSOCIATION, as Trustee and Securities Intermediary CorTS® Trust 2013-1 For [____________] DebenturesCorts® Supplement • February 1st, 2013 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledFebruary 1st, 2013 Company Industry JurisdictionThis CorTS is one of the duly authorized Certificates designated as “CorTS® Callable Trust Certificates” (herein called the “CorTS”). This CorTS is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this CorTS by virtue of the acceptance hereof assents and by which such Holder is bound. The assets of the Trust include the Underlying Securities and all proceeds of the Underlying Securities. Additional Underlying Securities may be sold to the Trust and additional CorTS may be authenticated and delivered from time to time as provided in the Trust Agreement, which additional CorTS shall rank pari passu with all other CorTS issued in accordance with the Series Supplement.
CorTS® SUPPLEMENT 2002-2 between STRUCTURED PRODUCTS CORP., as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee CorTS®Trust III For SAFECO Capital Trust ICorts® Supplement • April 19th, 2002 • Structured Products Corp • Finance services • New York
Contract Type FiledApril 19th, 2002 Company Industry Jurisdiction
CorTS® SUPPLEMENT 2002-8 between STRUCTURED PRODUCTS CORP., as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee CorTS®Trust For Verizon Global Funding NotesCorts® Trust Supplement • July 2nd, 2002 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledJuly 2nd, 2002 Company Industry Jurisdiction
TIERS®SUPPLEMENT 2001-12 between STRUCTURED PRODUCTS CORP., as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee TIERS®Principal-Protected Certificates Trust Series FFH 2001-12Trust Agreement • May 31st, 2001 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledMay 31st, 2001 Company Industry Jurisdiction
CorTS® SUPPLEMENT 2001-27 between STRUCTURED PRODUCTS CORP., as Depositor and U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee CorTS® Trust For Corning NotesCorts® Trust Supplement • July 27th, 2001 • Structured Products Corp • Finance services • New York
Contract Type FiledJuly 27th, 2001 Company Industry Jurisdiction
betweenTierssm Principal-Protected Certificates Trust Supplement • October 4th, 2000 • Structured Products Corp • Asset-backed securities • New York
Contract Type FiledOctober 4th, 2000 Company Industry Jurisdiction
EXHIBIT 4.1 BASE TRUST AGREEMENTBase Trust Agreement • May 27th, 1998 • Structured Products Corp • Security brokers, dealers & flotation companies • New York
Contract Type FiledMay 27th, 1998 Company Industry Jurisdiction
June 6, 2001Letter Agreement • July 11th, 2001 • Structured Products Corp • Finance services • New York
Contract Type FiledJuly 11th, 2001 Company Industry JurisdictionThis letter agreement (this “Letter Agreement”) is being made and delivered to you in connection with the deposit in the CorTS® Trust II For SAFECO Capital Trust I (the “Trust”) of $20,000,000 8.072% Capital Securities issued by SAFECO Capital Trust I due July 15, 2037 (the “Additional Term Assets”). In accordance with Section 5 of the CorTS® Supplement 2001-23 dated as of May 30, 2001 (the “Trust Agreement”), between you and the undersigned, the undersigned does hereby sell, transfer, assign, set over and otherwise convey to you on behalf and for the benefit of the holders of the Certificates and the Trust, without recourse, the Additional Term Assets. The Additional Term Assets shall constitute Term Assets (as defined in the Trust Agreement). You hereby agree to pay the purchase price for the Additional Term Assets by (i) delivering to the undersigned on the date hereof 742,252 Corporate-Backed Trust Securities (CorTS®) Certificates (the “Certificates”) issued by the Trust, (ii) payi