SWAP TRANSACTION CONFIRMATION

Transcription

1 1/5 SWAP TRANSACTION CONFIRMATION To: Legal Entity Identifier (LEI): Attention: Phone: Fax: From: Legal Entity Identifier (LEI): ("Counterparty") Wells Fargo Bank, N.A. ("Wells Fargo") LEI:KB1H1DSPRFMYMCUFXT09 Phone: (704) Fax: (844) Ref. No: Unique Swap Identifier (USI): Swap Data Repository: Date: XXXXXXX Dear : This confirms the terms of the Transaction described below between Counterparty and Wells Fargo. The definitions and provisions contained in the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern. Fixed Amounts and Floating Amounts for each applicable Payment Date hereunder will be calculated in accordance with the ISDA Definitions, and if any Fixed Amount and Floating Amount are due for the same Payment Date hereunder, then those amounts shall not be payable and instead the Fixed Rate Payer shall pay the positive difference, if any, between the Fixed Amount and the Floating Amount, and the Floating Rate Payer shall pay the positive difference, if any, between the Floating Amount and the Fixed Amount. The Transaction to which this Confirmation relates is a Swaption, the terms of which are as follows: 1.Swaption Terms: Trade Date: Option Style: Seller: Buyer: Premium: Premium Payment Date: Exercise Business Days: 2.Procedure for Exercise: [American/European/Bermudan] [Counterparty/Wells Fargo] [Wells Fargo/Counterparty] [USD] [London and New York]

2 2/5 Expiration Date: Earliest Exercise Time: Expiration Time: Partial Exercise: Automatic Exercise: Fallback Exercise: Written Confirmation: 9:00 a.m. New York time 11:00 a.m. New York time [Applicable] Applicable as provided in Section 13.2 of the ISDA Definitions. 3.Settlement Terms: Settlement: Cash Settlement Valuation Time: Valuation Business Days: Cash Settlement Payment Date: Cash Settlement Method: Cash Settlement Currency: Settlement Rate: Cash Settlement Reference Banks: Quotation Rate: [Cash/Physical] 11:00 a.m. New York time [London and New York] The second Business Day following the Exercise Date [Cash Price] [USD] [Reference Banks] Five institutions selected in good faith by the Calculation Agent on the Exercise Date [Mid] 4. The terms of the particular Underlying Swap Transactions to which this Swaption relates are as follows: Transaction Type: Currency for Payments: Notional Amount: Term: Trade Date: Effective Date: Termination Date: Fixed Amounts: Fixed Rate Payer: Period End Dates: Payment Dates: Business Day Convention: Business Day: Interest Rate Swap [U.S. Dollars] [USD] [,subject to adjustment in accordance with the Preceding/Following/Modified Following Business Day Convention.] [Wells Fargo/Counterparty] [month] commencing, through and including the Termination Date [; No Adjustment / subject to adjustment in accordance with the [Preceding / Modified Following / Following] Business Day Convention]. [month] commencing, through and including the Termination Date, subject to adjustment in accordance with the [Preceding / Modified Following / Following] Business Day Convention. [Preceding/Modified Following/Following] [New York and London]

3 3/5 Fixed Rate: Fixed Rate Day Count Fraction: Floating Amounts: Floating Rate Payer: Period End Dates: Payment Dates: Business Day Convention: Business Day: Floating Rate for initial [Calculation / Compounding] Period: Floating Rate Option: Designated Maturity: Spread: Floating Rate Day Count Fraction: Floating Rate determined: Reset Dates: Compounding: Rounding convention: X.XX% [Actual/360] [Counterparty/Wells Fargo] [month] commencing, through and including the Termination Date [; No Adjustment / subject to adjustment in accordance with the [Preceding / Modified Following / Following] Business Day Convention]. [month] commencing, through and including the Termination Date, subject to adjustment in accordance with the [Preceding / Modified Following / Following] Business Day Convention. [Preceding/Modified Following/Following] [New York and London] [Determined two London Banking Days prior to the Effective Date] [USD-LIBOR-BBA] [3 Months] [[Plus/Minus] % / None] [Actual/360] [Two London Banking Days prior to each Reset Date.] [The first day of each Calculation Period.] 5 decimal places per the ISDA Definitions. 5. The additional provisions of this Confirmation are as follows: Calculation Agent: Payment Instructions: Wells Fargo Contacts: Per the ISDA Master Agreement, or if not specified, Wells Fargo Wells Fargo Bank, NA. ABA : Ref: Trade No:XXXXXXX Account #: Settlement and/or Rate Resets: Documentation: Phone: Fax: Collateral: Phone: Fax: collateral.mgmt@wellsfargo.com

4 4/5 Payments to Counterparty: Please quote transaction reference number. Per your standing payment instructions or debit authorization if provided to Wells Fargo, as relevant. If not provided, please contact us in order for payment to be made. Phone: Fax: Eligibility Each party represents that it is an "eligible contract participant" within the meaning of the Commodity Exchange Act (7 U.S.C. 1 et seq), as amended by the Dodd Frank Wall Street Reform and Consumer Protection Act and as modified by 17 C.F.R. 1.3(m). The ISDA Non-ECP Guarantor Exclusionary Terms available here: ( Exclusionary Terms ) are incorporated by reference in this Confirmation and apply to the entry into this Transaction by the parties within the meaning of 2(e) of the Commodity Exchange Act. For the avoidance of doubt, the Exclusionary Terms will not apply, in respect of any guarantor, to any unwind, termination, transfer or other disposition of this Transaction, whether in whole or in part, to the extent this Transaction is lawfully guaranteed by such guarantor, whether or not such guarantor is an ECP (as defined in the Exclusionary Terms) when such unwind, termination, transfer or other disposition is agreed or effected. Documentation This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement between Wells Fargo and Counterparty dated as of, as amended and supplemented from time to time (the "ISDA Master Agreement"). All provisions contained or incorporated by reference in the ISDA Master Agreement will govern this Confirmation except as expressly modified herein.

5 5/5 Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter substantially similar to this letter, which letter sets forth the material terms of the Transaction to which this Confirmation relates and indicates your agreement to those terms. Very truly yours, Wells Fargo Bank, N.A. By: Name: **** DRAFT ONLY **** Title: *********************** Ref. No. XXXXXXX Accepted and Confirmed as of date first written above: By: Name: Title: