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 the Trust Agreement referred to below
(the "Owner Trustee") and First Trust of New York, National Association, a
New York banking corporation ("First Trust"), as administrator (the
"Administrator"), and as Indenture Trustee under the Indenture referred to
below (the "Indenture Trustee").
W I T N E S S E T H:
WHEREAS the Issuer is issuing: (i) the TIERS Asset-Backed
Securities Fixed Rate Notes, Class A (the "Notes") pursuant to the Standard
Terms of the Indenture ("Indenture Standard Terms") and the
TIERS Asset-Backed Securities, Series CHAMT Trust 1997-7
Indenture ("Indenture Series Terms"), each dated as of the Closing Date and
each between the Issuer and First Trust of New York, National Association,
as Indenture Trustee thereunder (the "Indenture Trustee"; the Indenture
Standard Terms and the Indenture Series Terms, as amended and supplemented
from time to time (the "Indenture"); and (ii) the TIERS
Asset-Backed Securities, Floating Rate Certificates, Class B (the
"Certificates") pursuant to the Base Trust Agreement and the
TIERS Asset-Backed Securities Series CHAMT Trust 1997-7
Supplement thereto, each dated as of the Closing Date and each between
Structured Products Corp. as Depositor thereunder (the "Depositor") and the
Owner Trustee (as amended and supplemented from time to time, the "Trust
Agreement"). Terms used in this Agreement but not defined herein shall
have the meanings set forth in the Trust Agreement;
WHEREAS the Issuer has entered into certain agreements in
connection with the issuance of the Notes and the Certificates
(collectively, the "Securities") including (a) the Indenture, (b) the Trust
Agreement, (c) a Letter of Representations dated as of the Closing Date,
with respect to the Notes (as amended and supplemented from time to time,
the "Note Depository Agreement"), among the Issuer, the Indenture Trustee
and The Depository Trust Company ("DTC"), (d) a Letter of Representations
dated as of the Closing Date, with respect to the Trust Certificates (as
amended and supplemented from time to time, the "Certificate Depository
Agreement", and, together with the Note Depository Agreement, the
"Depository Agreements") among the Issuer, the Indenture Trustee, the Owner
Trustee and DTC, (e) an ISDA Master Agreement and related schedule and
confirmations dated as of the Closing Date (as amended and supplemented
from time to time, the "Swap Agreement"), between the Issuer and
Westdeutsche Landesbank Girozentrale, New York Branch, (the Indenture, the
Depository Agreements and the Swap Agreement being hereinafter referred to
collectively as the "Related Agreements");
WHEREAS pursuant to the Related Agreements, the Issuer, the
Indenture Trustee, and the Owner Trustee are required to perform certain
duties in connection with such Related Agreements.
WHEREAS the Issuer and the Owner Trustee desire to have the
Administrator perform certain of such duties for and on behalf of the
Issuer and the Owner Trustee;
WHEREAS the Administrator has the capacity to provide the
services required hereby and is willing to perform such services for the
Issuer, the Indenture Trustee and the Owner Trustee on the terms set forth
herein; and
WHEREAS the Administrator, in its capacity as Indenture Trustee
under the Indenture, has been appointed by the Issuer (a) as the Note
Paying Agent and Note Registrar under the Indenture and (b) as the Paying
Agent for the Certificates and the Certificate Registrar under the Trust
Agreement.
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 agree as
follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE DEPOSITORY AGREEMENTS, GENERAL.
Subject to paragraph 4 below, the Administrator agrees to perform, on
behalf of the Issuer and the Owner Trustee, the ministerial, non-fiduciary
duties delegated herein with respect to the Depository Agreements in
accordance with the terms hereof. In performing such duties the
Administrator shall be entitled to seek direction from the Owner Trustee,
the Issuer and the Indenture Trustee.
(b) DUTIES WITH RESPECT TO THE INDENTURE. The Administrator
shall request to be prepared for execution by the Issuer, or shall request
the preparation by other appropriate persons of, all such documents,
reports, filings, instruments, certificates and opinions required of the
Issuer pursuant to those provisions of the Indenture and shall file the
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same upon receipt thereof, provided the Administrator shall not be
responsible for any determination of the appropriateness of such filings.
Specifically, the Issuer hereby delegates to the Administrator, and the
Administrator hereby accepts and agrees to perform, subject to paragraph 4
below, and provided no Default or Event of Default exists under any of the
related documents, the following express duties and obligations of the
Issuer (references in this Section 1(b) are, except as otherwise indicated,
to sections of the Indenture Standard Terms and no others):
(A) except with respect to the initial issuance of Notes under
the Indenture, preparing for execution by the Issuer and/or requesting
those customary documents and instruments established by the Indenture
and the Trust Agreement required for authentication of Notes,
processing the registration of transfer and exchange of Notes and
delivery of the same to the Indenture Trustee (Section 2.2(f)),
including Temporary Notes, if any (Section 2.3), and the maintenance
of an office in the Borough of Manhattan, City of New York, for
registration of transfer or exchange of Notes (Section 3.2);
(B) if at any time the Indenture Trustee is not the Note
Registrar under the Indenture, delivery of notification to the
Indenture Trustee of the appointment of a new Note Registrar and the
location of the Note Register (Section 2.4);
(C) preparing all customary instruments and certificates
established by the Indenture and the Trust Agreement for review and
execution by the Issuer and requesting all customary opinions
established by the Indenture and the Trust Agreement from Issuer's
Counsel in connection with a release of collateral (Section 2.9);
(D) if at any time the Indenture Trustee is not the Paying Agent
under the Indenture for the Notes and Certificates, instructing such
other Paying Agents to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust (Section
3.3);
(E) if at any time the Indenture Trustee is not the Paying Agent
for the Notes under the Indenture, directing the Indenture Trustee to
deposit moneys with such Paying Agent (Section 3.3);
(F) effecting the filing or recording of all supplements,
amendments, financing statements, continuation statements, instruments
of further assurance and other instruments directed by the Issuer or
its counsel (Section 3.5);
(G) requesting the annual Opinions of Counsel from Issuer's
Counsel, in accordance with Section 3.6 of the Indenture, as to the
Trust Estate, and preparing the annual Officers' Certificate of the
Issuer for review and execution by the Issuer and certain other
statements, in accordance with Sections 3.9 and 3.6 of the Indenture
Standard Terms;
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(H) if at any time the Administrator is not also the Indenture
Trustee under the Indenture, preparing an Officers' Certificate of the
Issuer identifying each Person with whom the Issuer has contracted to
perform its duties under the Indenture (Section 3.7);
(I) in connection with the satisfaction and discharge of the
Indenture (x) notifying the Issuer when all Notes have been paid and
cancelled; (y) requesting on behalf of the Issuer that Issuer's
Counsel prepare the Opinion of Counsel and that the Independent
Accountants (as defined below) prepare the Independent Accountant's
Certificate and (z) preparing for review and execution by the Issuer
the Officer's Certificate (Section 4.1);
(J) requesting any Paying Agent other than the Indenture
Trustee, to pay any moneys to the Indenture Trustee, in connection
with the satisfaction and discharge of the Indenture (Section 4.3);
(K) if at any time the Indenture Trustee is not the Note
Registrar, furnishing the Indenture Trustee with the names and
addresses of Noteholders (Section 7.1);
(L) preparing the reports, in the form annexed hereto as Exhibit
A here (other than the initial reports to the Commission in respect of
the closing) to the Commission, the Indenture Trustee, the Noteholders
and the Swap Counterparty as set forth in Sections 7.3 and 7.4 for
review, execution and filing by the Issuer.
(M) preparing an Issuer Request and Officers' Certificate for
review and execution by the Issuer and requesting from Issuer's
counsel an Opinion of Counsel for the release of the Trust Estate,
as set forth in Section 8.5(b), for review by the Issuer;
(N) assisting the Issuer with the delivery of all documentation
with respect to the execution of supplemental indentures and mailing
notices to the Noteholders and the Swap Counterparty with respect to
such supplemental indentures (Sections 9.1, 9.2 and 9.3);
(O) if directed by the Issuer or its counsel, arranging with
Issuer's Counsel for the recording of the Indenture. (Section 11.15);
and
(A) if requested by the Issuer, subject to the direction of the
Indenture Trustee, assisting in any enforcement of the Swap Agreement
(Section 5.3 and 5.4).
(c) DUTIES WITH RESPECT TO THE TRUST AGREEMENT. The
Administrator shall prepare or request to be prepared for review and
execution by the Issuer and Owner Trustee, or shall cause the preparation
by other appropriate persons, all such ministerial documents, reports,
filings, instruments, certificates and opinions required of the Issuer
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pursuant to those provisions of the Trust Agreement and shall file the same
upon the receipt thereof, provided the Administrator shall not be
responsible for any determination of the appropriateness of such filings.
Specifically, the Owner Trustee hereby delegates to the Administrator, and
the Administrator hereby accepts and agrees to perform, subject to
paragraph 4 below, the following express duties and obligations of the
Owner Trustee under the Trust Agreement. References in this Section 1(c)
are solely to Sections in the Trust Agreement:
(A) keeping books and records with respect to the Term Assets
and making such books and records available to the Issuer required by
Section 2.3 of the Trust Agreement (Section 2.3);
(B) preparing and delivering reports to Certificateholders for
review by the Owner Trustee (Section 4.2);
(C) if at any time the Indenture Trustee is not the Paying Agent
under the Indenture for the Certificates, instructing such other
Paying Agent to execute and deliver an agreement in accordance with
the terms of Section 5.14 of the Trust Agreement (Section 5.14);
(D) assisting the Owner Trustee with the process of customary
registration, registration of transfer and exchange of customary
Certificates (Sections 5.4 and 5.5);
(E) providing copies of all notices to the Certificate- holders
required under the Trust Agreement to the Depositary (Section 5.10);
(F) forwarding to the Owner Trustee for examination and review
of all items furnished to the Trustee pursuant to Section 8.1(d);
(G) assisting the Owner Trustee's accountants in the preparation
of, and obtaining and delivering, all accounting reports required
under Section 3.16 and 8.14 for the Owner Trustee's review.
(H) effecting on behalf of the Owner Trustee and counsel
retained by the Owner Trustee and identified in Section 3 hereof
regarding the need to impose any withholding on distributions to the
Certificateholders (Section 4.4).
The Administrator shall satisfy its obligations with respect to
clauses (G) and (H) above by furnishing information to the accountants
engaged on behalf of the Trust in accordance with the provisions of the
Trust Agreement referenced in such clauses. The accountants shall be
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required to update the letter in each instance that any additional tax
withholding is subsequently required or any previously required tax
withholding shall no longer be required.
2. ADDITIONAL DUTIES. In addition to the duties of the
Administrator set forth above, the Administrator shall at the direction of
the Issuer or the Owner Trustee, perform such other ministerial or
administrative activities or duties arising under or in connection with the
Related Agreements as are not covered by any of the foregoing provisions
and as are expressly requested by the Owner Trustee, reasonably within the
capabilities of the Administrator, and agreed to in writing by the
Administrator.
3. ACCOUNTANTS AND COUNSEL. The Issuer, in consultation with
the Depositor, has engaged the law firm of Xxxxxxxx Xxxxxx & Finger
("Issuer's Counsel") and the accounting firm of Xxxxxx Xxxxxxxx
("Independent Accountants") to provide, respectively, legal and accounting
advice and services as required under the Related Documents. The
Administrator is hereby authorized and instructed to assist each such firm
to provide such services and advice reasonably necessary to enable (a) the
Issuer and the Trustee to comply with their respective obligations
delegated hereunder and (b) the Administrator to comply with the
obligations assumed hereunder.
4. NONMINISTERIAL DUTIES.
(a) The Administrator shall take no action with respect to
matters that in the reasonable judgment of the Administrator are
nonministerial or fiduciary, all of which shall remain with the Issuer,
Indenture Trustee or Owner Trustee as the case may be. For the purpose of
the preceding sentence, "nonministerial matters" shall include, without
limitation:
(i) the amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuer
and the compromise of any action, claim or lawsuit brought by or
against the Issuer;
(iii) the amendment, change or modification of the Related
Agreements;
(iv) the appointment of successor Note Registrar, successor
Paying Agents and successor Trustees pursuant to the Indenture or the
appointment of successor Administrators, or the consent to the
assignment by the Note Registrar, Paying Agent or Trustee of its
obligations under the Indenture;
(v) the removal of the Indenture Trustee;
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(vi) except in its role as Paying Agent under the Indenture,
making any payments to the Noteholders or the Swap Counterparty under
the Related Agreements;
(vii) selling the Trust Estate or portions thereof pursuant
to and in accordance with the procedure set forth in Section 3(b)(iv)
or 3(c)(i) of the Indenture Series Terms.
(b) The Administrator agrees that if it determines that any
duties delegated to it hereunder are not ministerial or are fiduciary in
nature, the Administrator shall, if those duties are not to be performed by
the Indenture Trustee pursuant to the Indenture, promptly so notify the
Issuer, the Depositor, and the Owner Trustee. In addition, the
Administrator agrees that if it determines that any document, instrument or
opinion required to be delivered under the Indenture or the Trust Agreement
is not "customary," it will promptly so notify the Issuer, the Depositor
and the Owner Trustee.
(c) Notwithstanding anything to the contrary in any Depositary
Agreement, the Administrator shall not be required to make determinations
as to the appropriateness of payments, UCC and other security filings,
tax filings, SEC filings, or other similar actions or positions and shall
be entitled, in the event of any question concerning its duties, to
request and seek and receive direction from the party in whose behalf it
is acting.
(d) Notwithstanding anything to the contrary in this Agreement,
the Issuer may at any time assume responsibility to perform any of the
duties delegated to the Administrator hereunder on its own behalf by
advising the Administrator, the Depositor, the Indenture Trustee and the
Owner Trustee in writing that it is assuming such duties and the
Administrator shall have no further obligation with respect to any such
duties.
5. RECORDS. The Administrator 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
Issuer and the Depositor at any time during normal business hours.
6. COMPENSATION AND INDEMNITY. As compensation for the
performance of the Administrator's obligations under this Agreement and as
reimbursement for its expenses related thereto, the Administrator shall
receive the compensation set forth in the letter agreement dated as of the
date hereof between the Depositor and the Administrator. All fees and
expenses of the accountants and counsel engaged on behalf of the Issuer and
the Trustee shall be for the account of the Depositor. In addition, by its
signature below, the Depositor agrees that it shall indemnify the
Administrator against any and all loss, liability or expense (including
attorney's fees) incurred by it in connection with the performance of its
duties as Administrator hereunder. The Administrator shall notify the
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Depositor promptly of any claim for which it may seek indemnity. Failure
by the Administrator to so notify the Depositor shall not relieve the
Depositor of its obligations hereunder. The Depositor shall defend the
claim and the Administrator may have separate counsel and the Depositor
shall pay the fees and expenses of such counsel. The Depositor need not
reimburse any expense or indemnity against any such loss, liability or
expense incurred by the Administrator through the Administrator's own
willful misconduct, negligence or bad faith.
7. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information in its possession regarding the Collateral as the Issuer shall
reasonably request.
8. ROLE OF ADMINISTRATOR. Unless expressly contemplated by
the Related Documents, the Administrator shall have no authority to
represent the Issuer or the Owner Trustee in any way except as
Administrator as expressly contemplated hereby and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.
9. NO JOINT VENTURE. Nothing contained in this Agreement (a)
shall constitute the Administrator and either of the Issuer or the Owner
Trustee as members of any partnership, joint venture, association,
syndicate, unincorporated business or other separate entity or shall be
construed to impose any liability as such on any of them thereby or (b)
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;
other than as expressly contemplated hereby.
10. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall
prevent the Administrator or its affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as
an administrator for any other person or entity even though such person or
entity may engage in business activities similar to those of the Issuer,
the Owner Trustee or the Trustee.
11. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate,
except as to surviving rights of indemnity.
(b) Subject to Section 11(e), the Administrator may resign its
duties hereunder by providing the Issuer with at least 60 days' prior
written notice.
(c) Subject to Section 11(e), the Issuer, or the Owner Trustee,
may remove the Administrator without cause by providing the Administrator
with at least 60 days' prior written notice.
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(d) Subject to Section 11(e), either or both of the Owner
Trustee or the Issuer may, in its or their sole discretion, remove the
Administrator immediately upon written notice of termination from the
Issuer, or the Owner Trustee, to the Administrator if any of the following
events shall occur:
(i) the Administrator shall materially default in the
performance of any of its duties under this Agreement and, after
notice of such default, shall not cure such default within thirty 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 Issuer);
(ii) a court having jurisdiction in the premises shall enter
a decree or order for relief, and such decree or order shall not have
been vacated within 60 days, in respect of the Administrator in any
involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar
official for the Administrator or any substantial part of its property
or order the winding-up or liquidation of its affairs; or
(iii) the Administrator shall commence a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief
in an involuntary case under any such law, or shall consent to the
appointment of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or similar official for the Administrator or any
substantial part of its property, shall consent to the taking of
possession by any such official of any substantial part of its
property, shall make any general assignment for the benefit of
creditors or shall fail generally to pay its debts as they become due.
The Administrator 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 Issuer, the Owner Trustee, the Depositor and the
Indenture Trustee within seven days after the happening of such event.
(e) No resignation or removal of the Administrator pursuant to
this Section shall be effective until (i) a successor Administrator shall
have been appointed by the Depositor and (ii) such successor Administrator
shall have agreed in writing to be bound by the terms of this Agreement in
the same manner as the Administrator is bound hereunder. If the
Administrator believes in good faith it cannot perform its duties and
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resigns, it shall be entitled to petition a court of competent jurisdiction
to appoint a successor and it shall not be required to take any action
hereunder until a final non-appealable determination by such court is made.
(f) The appointment of any successor Administrator shall be
effective only after satisfaction of the Rating Agency Condition (as
defined in the Trust Agreement) with respect to the proposed appointment.
12. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly
upon the effective date of termination of this Agreement pursuant to
Section 8(a) or the resignation or removal of the Administrator pursuant to
Section 8(b) or (c), respectively, the successor Administrator shall
automatically become the Administrator under this Agreement.
13. NOTICES. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) If to the Issuer, to
TIERS Asset-Backed Securities
Series CHAMT Trust 1997-9
c/o Delaware Trust Capital Management, Inc.
x/x Xxxx Xxxxxx Xxxx Xxxxxxxx
0-0-00-00
0xx Xxxxx
0 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Corporate Trust Department
Xxxxx Xxxxxx
Xxxxxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
(b) If to the Administrator, to
First Trust of New York, National Association
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxx
Facsimile: 000-000-0000
(c) If to the Owner Trustee, to
Delaware Trust Capital Management, Inc., not in its
individual capacity but solely as Owner Trustee
c/o Core States Bank Delaware
5-4-82-12
4th Floor
0 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
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Attention: Corporate Trust Department
Xxxxx Xxxxxx
Xxxxxxx Xxxxx
Telephone: 000-000-0000
Facsimile: 000-000-0000
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
by a written amendment duly executed and delivered by the Issuer, the
Administrator, the Indenture Trustee, the Owner Trustee and the Depositor,
without the consent of the Noteholders and the Certificateholders, for the
purpose of adding to or amending, modifying or supplementing any provisions
to; PROVIDED that such amendment will not, in the Opinion of Counsel
satisfactory to each such party, materially and adversely affect the
interest of any Noteholder or Certificateholder. This Agreement may also
be amended by the Issuer, the Administrator, the Owner Trustee, the
Indenture Trustee and the Depositor with the written consent of the holders
of Notes evidencing at least a majority in the outstanding principal amount
of the Notes and the holders of Certificates evidencing at least a majority
of the outstanding principal amount thereof for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of
Noteholders or the Certificateholders; PROVIDED, HOWEVER, that no such
amendment may (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be
made for the benefit of the Noteholders or Certificateholders (b) reduce
the aforesaid percentage of the holders of Notes and Certificates which are
required to consent to any such amendment, without the consent of the
holders of all the outstanding Notes and Certificates or (c) amend or
modify the terms of this Section 14. Notwithstanding the foregoing, the
Administrator may not amend this Agreement without the permission of the
Depositor, which permission shall not be unreasonably withheld.
15. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned
by the Administrator unless such assignment is previously consented to in
writing by the Issuer, the Indenture Trustee, the Owner Trustee, and the
Depositor and subject to the satisfaction of the Rating Agency Condition in
respect thereto, provided however the Administrator may delegate certain of
its duties hereunder to agents selected with reasonable care. An
assignment with such consent and satisfaction it accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator
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is bound hereunder. Notwithstanding the foregoing, this Agreement may be
assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor
(by merger, consolidation or purchase of assets) to the Administrator.
Subject to the foregoing, this Agreement shall bind any successors or
assigns of the parties hereto.
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 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 or reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
18. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but
one and the same agreement.
19. SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
20. NOT APPLICABLE TO FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION IN OTHER CAPACITIES. Nothing in this Agreement shall affect
any obligation First Trust of New York, National Association may have in
any other capacity. The Administrator is authorized to act on behalf of
the party it represents hereunder notwithstanding any potential conflict of
interest and no performance of any duty hereunder shall prevent the
Indenture Trustee from performing its duties. The Administrator shall be
entitled to the same rights, privileges and immunities available to the
parties on whose behalf it is acting hereunder notwithstanding anything
to the contrary herein or elsewhere.
21. LIMITATION OF LIABILITY; INDEMNITY.
(a) Notwithstanding anything contained herein to the contrary,
this instrument has been countersigned by Delaware Trust Capital
Management, Inc. not in its individual capacity but solely in its capacity
as Owner Trustee of the Issuer and in no event shall Delaware Trust Capital
Management, Inc. in its individual capacity or any beneficial owner of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes
of this Agreement, in the performance of any duties or obligations of the
Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VIII of the Trust
Agreement.
(b) Notwithstanding anything contained herein to the contrary,
this Agreement has been countersigned by First Trust of New York, National
Association not in its individual capacity but solely as Indenture Trustee
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and Administrator and in no event shall First Trust of New York, National
Association have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in
any of the certificates, notices or agreements delivered pursuant hereto,
as to all of which recourse shall be had solely to the asset of the Issuer.
22. REFERENCES TO ADMINISTRATOR IN TRUST AGREEMENT. The parties
hereto agree that notwithstanding any references to the "Administrator" or
the "Administrative Agent" in the Trust Agreement the only duties assumed
by the Administrator are those expressly delegated to and assumed by the
Administrator in this Administration Agreement.
23. APPOINTMENT OF AGENT FOR SERVICE OF PROCESS. The Owner
Trustee appoints First Trust of New York, National Association as agent for
service of process.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first written above.
DELAWARE TRUST CAPITAL MANAGEMENT, INC.,
not in its individual capacity but solely as
Trustee,
By:_______________________________
Title:____________________________
TIERS ASSET-BACKED SECURITIES,
SERIES CHAMT 1997-7 TRUST,
a Delaware Business Trust
By: Delaware Trust Capital Management, Inc., not
in its individual capacity but solely as
Trustee,
By:________________________________
Title:_____________________________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
as Administrator
By:________________________________
Title:_____________________________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION,
as Indenture Trustee
By:________________________________
Title:_____________________________
Accepted and Agreed as of
the date first above written:
STRUCTURED PRODUCTS CORP.,
as Depositor
By:__________________________
Title:_______________________
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