September 15, 1997
Xx. Xxxxx Xxxxxxxxx-Xxxxx
Westdeutsche Landesbank Girozentrale, New York Branch
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Facsimile: 000-000-0000
Telephone: 000-000-0000
West LB Ref:
Trust Confirm (Take Out Transaction)
TRANSACTION
Dear Xx. Xxxxxxxxx-Xxxxx:
The purpose of this letter agreement (this "Confirmation") is to set
forth the terms and conditions of the Transaction entered into between
Westdeutsche Landesbank Girozentrale, New York Branch ("West LB") and
Tiers Asset-Backed Securities, Series CHAMT Trust 1997-7 (the
"Trust") on the Trade Date specified below (this "Transaction"). This
Confirmation constitutes a "Confirmation" and this Transaction constitutes
a "Transaction" as referred to in the Master Agreement specified below.
1. GENERAL. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swaps and Derivatives
Association, Inc. ("ISDA")) (the "Definitions") are incorporated into this
Confirmation. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for purposes of the Definitions.
This Confirmation supplements, forms a part of, and is subject to, the
ISDA Master Agreement and Schedule thereto dated as of the date hereof, as
amended and supplemented from time to time (the "Master Agreement"),
between West LB and the Trust. All provisions contained in the Master
Agreement govern this Confirmation except as expressly modified below. In
the event of any inconsistency between this Confirmation and the
Definitions or the Master Agreement, this Confirmation will govern.
Each party is hereby advised, and each such party acknowledges, that
the other party has engaged in (or refrained from engaging in) substantial
financial transactions and has taken other material actions in reliance
upon the parties' entry into the Transaction to which this Confirmation
relates on the terms and conditions set forth below.
THIS CONFIRMATION WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO
CHOICE OF LAW DOCTRINE.
2. TERMS RELATING TO THE TRANSACTION.
Trade Date: As of August 21, 1997
Effective Date: September 15, 1997
Termination Date: November 15, 2003; subject to adjustment
in accordance with the Following
Business Day Convention.
Business Day Convention: Following
Calculation Agent: West LB
I. TRUST PAYMENT AMOUNTS
Payment Dates; Amounts: a) Upon receipt by the Trust of any Sale
Proceeds of Term Assets and Eligible
Investments in connection with the sale
thereof for a mandatory prepayment of
the Notes or Certificates, or in
connection with the outstanding
principal balance of the Notes and
Certificates on the Termination Date
(unless an Asset Impairment Event has
then occurred), the Trust will pay
immediately to West LB the amount of
such Sale Proceeds.
b) Upon receipt by the Trust, the Trust
will immediately pay to West LB any
interest income or other amounts
received on any Eligible Investments
held by the Trust.
Business Day: As specified in the Indenture
II. WEST LB PAYMENT AMOUNTS
Payment Dates; Amounts: On each Distribution Date on which a
Note Prepayment Amount and/or a
Certificate Prepayment Amount is due,
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and on the Termination Date (unless an
Asset Impairment Event has occurred),
West LB will pay to the Trust an amount
equal to the sum of such Note Prepayment
Amount and Certificate Prepayment Amount
or, in the case of the Termination Date,
the outstanding principal balance of the
Notes and Certificates.
Business Days: As specified in the Indenture.
3. RELATIONSHIP BETWEEN PARTIES. Each party represents to the other
party as follows:
(a) NON-RELIANCE. It is acting for its own account, and it has made
its own independent decisions to enter into this Transaction and as to
whether this Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary. It
is not relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into this Transaction; it
being understood that information and explanations related to the terms and
conditions of this Transaction shall not be considered investment advice or
a recommendation to enter into this Transaction. It has not received from
the other party any assurance or guarantee as to the expected results of
this Transaction.
(b) EVALUATION AND UNDERSTANDING. It is capable of evaluating and
understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of
this Transaction. It is also capable of assuming, and assumes, the
financial and other risks of this Transaction.
(c) STATUS OF PARTIES. The other party is not acting as a fiduciary
or an advisor for it in respect of this Transaction.
(d) RISK MANAGEMENT. It has entered into this Transaction for the
purpose of (i) managing its borrowings or investments, (ii) hedging its
underlying assets or liabilities or (iii) in connection with its line of
business.
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Please confirm that the foregoing correctly sets forth the terms of
our agreement by executing the copy of this Confirmation enclosed for that
purpose and returning it to us.
Very truly yours,
TIERS ASSET-BACKED SECURITIES,
SERIES CHAMT TRUST 1997-7
By: Delaware Trust Capital Management, Inc.,
not in its individual capacity but solely as
Trustee under the Trust Agreement
By:__________________________________
Authorized Signatory
Name:
Title:
Accepted and confirmed:
WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
By:________________________________
Authorized Signatory
Name:
Title
By:________________________________
Authorized Signatory
Name:
Title:
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