Exhibit 10.18
FORM OF
SCHEDULE
to the
Master Agreement
dated as of November ____, 1998
between
XXXXXXX XXXXX DERIVATIVE PRODUCTS AG
("Party A")
and
PNC BANK, DELAWARE, AS OWNER TRUSTEE,
for the Exclusive Benefit of the Class A Noteholders of the
World Omni 1998-A Automobile Lease Securitization Trust ("Party B"),
under the Securitization Trust Agreement
dated as of [________ __,] 1998, as amended, between
World Omni Lease Securitization L.P., as Transferor,
PNC Bank, Delaware, as Owner Trustee, and
The Bank of New York, as Indenture Trustee
Part 1
Termination Provisions
In this Agreement:-
(a) "Specified Entity" will not apply to Party A and will not apply to Party B.
(b) "Specified Transaction" will have the meaning specified in Section 14 of
this Agreement.
(c) All of the Events of Default specified in Section 5(a), including, but not
limited to, the "Cross Default" provisions of Section 5(a)(vi), will apply to
Party A.
"Specified Indebtedness" will have the meaning specified in Section 14
of this Agreement unless another meaning is specified here: No change
from Section 14.
"Threshold Amount" means, in respect of Party A, U.S. $35,000,000 or
its equivalent in other currencies.
Only the following Events of Default will apply to Party B:-
Section 5(a)(i), "Failure to Pay or Deliver"; and
Section 5(a)(vii), "Bankruptcy".
Notwithstanding any other provision of this Agreement, no Event of Default or
Potential Event of Default will arise under Section 5(a)(i) with respect to
Party B unless and until Party B fails to pay any amount then due and owing to
Party A under this Agreement on or before the third Distribution Date following
the Distribution Date on which such amount was originally due. If on any
Distribution Date (a "Current Distribution Date"), any amount is due and owing
to Party A with respect to a prior Distribution Date or Distribution Dates
(including any interest accrued thereon)(collectively, a "Prior Amount"), such
Prior Amount shall not be considered in determining the amount of any net
payment due from one party to the other party under Section 2(c) with respect to
such Current Distribution Date (a "Section 2(c) Amount"), nor set off against or
recouped from any Section 2(c) Amount due from Party A to Party B on such
Current Distribution Date. If, on any Distribution Date, the funds (the
"Available Funds") that are available in the Distribution Account to pay any and
all amounts then due and owing to Party A under this Agreement and any and all
amounts then due and owing to the Class A Noteholders under the Indenture are
insufficient to pay such amounts in full on such Distribution Date, the
Available Funds shall be allocated among and paid to Party A and the Class A
Noteholders on a pro rata basis based on such amounts on such Distribution Date.
(d) All of the Termination Events specified in Section 5(b), including, but not
limited to, the "Credit Event Upon Merger" provisions of Section 5(b)(iv) and
the "Additional Termination Event" provisions of Section 5(b)(v), will apply to
Party A.
Only the following Termination Events will apply to Party B:-
Section 5(b)(i), "Illegality"; and
Section 5(b)(ii), "Tax Event".
(e) The "Automatic Early Termination" provision of Section 6(a) will apply to
Party A and will not apply to Party B.
(f) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement, the Second Method and Market Quotation will apply. After the
occurrence of an Event of Default or a Termination Event with respect to Party A
or Party B, if the designation of an Early Termination Date would (but for the
immediately following sentence of this Part 1(f)) result in a payment being owed
to Party A under Section 6(e) (a "Party A Early Termination Payment"), then no
Early Termination Date may be designated under this Agreement for a period of at
least 30 calendar days, which period shall commence on the date that the
Defaulting Party or an Affected Party receives notice that such period has
commenced; provided, however, that during any such 30-day period, the parties
shall be required to cooperate in good faith, and each party shall be required
to use reasonable commercial efforts (which will not require either such party
to incur a loss, excluding immaterial incidental expenses), to find a
replacement counterparty to assume Party A's position hereunder on the same
terms as this Agreement mutatis mutandis, or else with such amendments to the
terms of this Agreement as have been approved by the parties and each of the
Rating Agencies (a "Replacement Transaction") and to cause any such replacement
counterparty that does assume Party A's position hereunder to pay Party A the
fair market value of Party A's position hereunder. Notwithstanding any other
provision of this Agreement, Party B shall have no obligation to make any Party
A Early Termination Payment following an Early Termination Date except as
follows:
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(i) after an Indenture Event of Default occurs and a sale or
disposition of the SUBI has been completed, (x) if no Event of Default
has occurred with respect to Party A under this Agreement, Party A
shall have a right to receive the Party A Early Termination Payment, if
any, on a pari passu basis with all distributions to be made to the
Class A Noteholders under the Indenture, or (y) if an Event of Default
has occurred with respect to Party A under this Agreement, Party A
shall have a right to receive the Party A Early Termination Payment, if
any, only after all distributions provided for in the Indenture to
Class A Noteholders and the Class B Noteholders have been made in full;
or
(ii) in any other circumstance, only to the extent that, from time to
time, funds are available to make some or all of the Party A Early
Termination Payment, if any, out of any amounts that otherwise would be
distributable to the Transferor on each Distribution Date pursuant to
Section 3.03(c) of the Securitization Trust Agreement.
(g) "Termination Currency" means United States Dollars.
(h) If the counterparty rating of Party A from Standard & Poor's, a division of
The McGraw Hill Companies, Inc., or any successor rating agency thereto ("S&P"),
is withdrawn, suspended or falls to or below "AA-", or if the counterparty
rating of Party A from Xxxxx'x Investors Service, Inc. or any successor rating
agency thereto ("Xxxxx'x") is withdrawn, suspended or falls to or below "Aa3",
or if the counterparty rating of Party A from Fitch IBCA, Inc. or any successor
rating agency thereto ("Fitch") is withdrawn, suspended or falls to or below
"AA-", then Party A shall, within 30 days, either
(i) execute a collateral agreement with Party B and a third-party
collateral agent providing for the collateralization of Party A's
obligations under all Transactions as measured by the estimated
Settlement Amount, such amount to be established by the Calculation
Agent weekly and on demand, collateral to be marked-to-market weekly
(provided that the collateral, collateral levels, collateral agent and
terms of such collateral agreement must all be satisfactory to Party B
and each of the Rating Agencies) (a "Collateral Agreement"), or
(ii) procure a Replacement Transaction; provided, however, that during
such period, Party A and Party B shall be required to cooperate in good
faith, and each party shall be required to use reasonable commercial
efforts (which will not require either such party to incur a loss,
excluding immaterial incidental expenses), to procure a Replacement
Transaction, and provided further that Party A shall be required to
accept any Replacement Transaction offered by Party B, unless within
two Local Business Days after any such offer is made, Party A procures
its own Replacement Transaction.
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(i) Additional Termination Event will apply to this Agreement. An Additional
Termination Event shall occur if (x) the counterparty rating of Party A from S&P
is withdrawn, suspended or falls to or below "AA-", or the counterparty rating
of Party A from Xxxxx'x is withdrawn, suspended or falls to or below "Aa3", or
the counterparty rating of Party A from Fitch is withdrawn, suspended or falls
to or below "AA-", and (y) Party A has not, within 30 days, executed a
Collateral Agreement or procured a Replacement Transaction (pursuant to Part
1(h)(ii)). For the purpose of the foregoing Termination Event, the "Affected
Party" shall be Party A.
(i) After the occurrence of an Event of Default (other than one under clause
(i), (vii) or (viii) of Section 5(a)) or a Termination Event (other than one
under Section 5(b)(i)) with respect to Party A, no Early Termination Date shall
be declared by Party B without the prior approval of all of the Class A
Noteholders.
(j) Section 5(a)(i) of this Agreement is amended by deleting the words "third
Local Business Day" and inserting the words "fifth calendar day".
(k) Section 6(b)(ii) of this Agreement is hereby amended by adding at the end of
the first paragraph the following:
, provided that the party seeking to make the transfer to avoid a
Termination Event shall deliver to Party B (in the case of transfers by
Party A) and to Party A (in the case of transfers by Party B) written
confirmation from each Rating Agency that such transfer will not result
in the then current rating of the Class A Notes being withdrawn or
lowered.
Part 2
Tax Representations
(a) Payer Representations. For the purpose of Section 3(e) of this Agreement,
Party A will make the following representation and Party B will make the
following representation:-
It is not required by any applicable law, as modified by the practice
of any relevant governmental revenue authority, of any Relevant Jurisdiction to
make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made by it to the other party under this Agreement. In making this
representation, it may rely on (i) the accuracy of any representation made by
the other party pursuant to Section 3(f) of this Agreement, (ii) the
satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this
Agreement and the accuracy and effectiveness of any document provided by the
other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement, and
(iii) the satisfaction of the agreement of the other party contained in Section
4(d) of this Agreement, provided that it shall not be a breach of this
representation where reliance is placed on clause (ii) and the other party does
not deliver a form or document under Section 4(a)(iii) by reason of material
prejudice to its legal or commercial position.
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(b) Payee Representations. For the purpose of Section 3(f) of this Agreement,
Party A makes the following representation, and Party B makes no
representation:-
Each payment to be received by it in connection with this Agreement
will be effectively connected with its conduct of a trade or business in the
Specified Jurisdiction.
If such representation applies, then:
"Specified Jurisdiction" means with respect to Party A, the United
States of America.
Part 3
Documents to be Delivered
For the purpose of Section 4(a) of this Agreement, each party agrees to deliver
the following documents as applicable:-
(a) Tax forms, documents or certificates to be delivered are:-
Party Required to deliver Document Form/Document/Certificate Date by which to
be Delivered
Party A
A duly completed and executed Form 4224 (or any successor thereto) in duplicate.
To be delivered (i) before the first payment date under this Agreement, (ii)
before the first payment date in any successive taxable year of Party A, (iii)
promptly upon reasonable demand by Party B, or (iv) promptly upon learning that
any such form previously delivered by Party A has become obsolete or incorrect.
Party A/Party B.
Any document required or reasonably requested to allow the other party to make
payments under this Agreement without any deduction or withholding for or on
account of any Tax or with such deduction or withholding at a reduced rate.
Promptly upon the earlier of (i) reasonable demand by the other party and (ii)
learning that the form or document is required.
(b) Other Documents to be delivered are:-
Party Required to deliver Document Form/Document/Certificate Date by which to
be Delivered Covered by Section 3(d) Representation
Party A
Annual audited financial statements prepared in accordance with generally
accepted accounting principles in the country in which the party is organized.
Promptly after request.
Yes.
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Party A
Quarterly unaudited financial statements prepared in accordance with generally
accepted accounting principles in the country in which the party is organized.
Promptly after request.
Yes.
Party B
All statements sent to Class A Noteholders by the Indenture Trustee Promptly
following delivery thereof by the Indenture Trustee.
Yes.
Party A/Party B
Certificate or other documents evidencing the authority of the party entering
into this Agreement or a Confirmation, as the case may be. At or promptly
following the execution of this Agreement, and, if a Confirmation so requires it
on or before the date set forth therein.
Yes.
Party A
Opinion of counsel substantially in the form of Exhibit [_] hereto. At or
promptly following the execution of this Agreement, and, if a Confirmation so
requires it, on or before the date specified therein.
No.
Party B
Opinion of counsel substantially in the form of Exhibit [_] hereto. At or
promptly following the execution of this Agreement, and, if a Confirmation so
requires it, on or before the date specified therein.
No.
Part 4
Miscellaneous
(a) Addresses for Notices: For the purpose of Section 12(e) of this Agreement:-
Address for notices or communications to Party A:-
Xxxxxxx Xxxxx Derivative Products AG
Xxxxxxxxxxxxxxxxxx 0, 0xx Xxxxx
0000 Xxxxxx, Xxxxxxxxxxx
Attention: Manager
Facsimile No: 000-000-000-0000
Telephone No: 000-000-000-0000
(For all purposes)
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With a copy to:
Xxxxxxx Xxxxx & Co., Inc.
Office of General Counsel
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
(For purposes of notices under Sections 5, 6, 7 and 12(b))
Address for notices or communications to Party B:-
Address: ____________________________________________________________________
Attention: ___________________________________________________________
Telex No.: ___________________ Answerback: _________________
Facsimile No.: ___________________ Telephone No: _________________
(b) Process Agent. For the purpose of Section 13(c):-
Party A appoints as its Process Agent:
Xxxxxxx Xxxxx & Co., Inc.
Office of General Counsel
World Financial Center
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxx
Party B appoints as its Process Agent: Not Applicable.
(c) Offices. The Provisions of Section 10(a) will apply to this Agreement.
(d) Multibranch Party. For the purpose of Section 10:
Party A is not a Multibranch Party.
Party B is not a Multibranch Party.
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(e) Calculation Agent. The Calculation Agent shall be Party B. Party A agrees
that Party B shall delegate all obligations in respect thereof as Calculation
Agent to World Omni Financial Corp. All determinations and calculations by the
Calculation Agent shall (a) be made in good faith and in the exercise of its
commercially reasonable judgment and (b) be determined, where applicable, on the
basis of then prevailing market rates or prices provided however, that all
determinations shall be subject to agreement by Party A and Party B. If Party A
and Party B are unable to agree on any calculations made hereunder, another
mutually acceptable Calculation Agent will be appointed. Subject to the
foregoing, all determinations shall be binding and conclusive in the absence of
manifest error.
(f) Credit Support Document. Details of any Credit Support Document:-
Party A:- Not Applicable
Party B:- Not Applicable.
(g) Credit Support Provider.
Credit Support Provider means in relation to Party A, Not Applicable.
Credit Support Provider means in relation to Party B, Not Applicable.
(h) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York without reference to choice of
law doctrine.
(i) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement
will apply to all Transactions under this Agreement.
(j) "Affiliate" will have the meaning specified in Section 14 of this Agreement.
(k) Scope of Obligations of Trustee. The parties hereto agree that:
(i) This Agreement is executed and delivered by PNC Bank, Delaware not
individually or personally but solely in its capacity as Owner Trustee,
for the exclusive benefit of the Class A Noteholders of the World Omni
1998-A Automobile Lease Securitization Trust and in the exercise of the
powers and authority conferred and vested in the Trustee under the
Securitization Trust Agreement;
(ii) Each of the representations, undertakings and agreements herein
made on the part of the Trust is made and intended not as personal
representation, undertaking or agreement by the Trustee but is made and
intended for the purpose of binding only the Trust.
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(l) No Bankruptcy Petition. Prior to the date that is one year and one day after
the date upon which the Trust created under the Securitization Trust Agreement
is terminated in accordance with the terms thereof, Party A shall not institute
against, or join any other person in instituting against, the trust created
thereby, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state bankruptcy or
similar law.
(m) Except as otherwise expressly provided in this Agreement, the obligations of
Party B to Party A under this Agreement shall rank pari passu with the
obligations of Party B to the Class A Noteholders.
Part 5
Other Provisions
(a) If, prior to the occurrence of an Event of Default with respect to Party B,
the Class A Notes shall be rated Baa1 or below by Moody's or BBB+ or below by
S&P, then all rights and obligations of Party A under this Agreement and all
Transactions hereunder may be assigned and delegated to Xxxxxxx Xxxxx Capital
Services, Inc. ("MLCS"), and Party B expressly and irrevocably consents to any
such assignment and assumption; provided, however, that it shall be a
precondition to any such assignment and assumption that Party A shall deliver to
Party B written confirmation from each Rating Agency that such transfer will not
result in the then current rating of the Class A Notes being withdrawn or
lowered. As of and from such assignment, MLCS shall succeed to all rights and
obligations of Party A under this Agreement and all Transactions hereunder.
(b) Party B acknowledges and agrees that (i) Party A is acting solely in the
capacity of an arm's-length contractual counterparty, with respect to this
Agreement and any Transaction hereunder, (ii) Party A is not acting as a
financial advisor or fiduciary of Party B (or in any similar capacity) with
respect to this Agreement and any Transaction hereunder and (iii) any advice
given by Party A under or in connection with this Agreement or any Transaction
is and will be merely incidental to the provision of Party A's services
hereunder and does not and will not serve as a primary basis of any investment
decision by Party B. Party B represents to Party A (which representation shall
be deemed to be repeated by Party B on each date on which a Transaction is
entered into) that its decision to enter into such Transaction has been based
solely on the independent evaluation of Party B and its representatives.
(c) Amendments. Section 9(b) of this Agreement is hereby amended by adding the
following after the word "system" in the last line thereof:
, provided however, that all such amendments, modifications or waivers
shall require the written affirmation of each Rating Agency that such
amendment, modification or waiver shall not adversely affect the then
current rating of the Class A Notes.
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(d) Local Business Days. For all purposes of this Agreement, Local Business Day
shall mean any day other than Saturday, Sunday or a day on which banking
institutions in (i) New York, New York, (ii) Chicago, Illinois, (iii)
Wilmington, Delaware, (iv) Deerfield Beach, Florida, or (v) Mobile, Alabama, are
authorized or obligated by law, executive order or government decree to be
closed.
(e) Transfer. Section 7 of this Agreement is hereby amended by:
(i) adding the phrase "(which consent may not be unreasonably
withheld)" after the word "party" and before the comma on the third
line thereof; and
(ii) adding at the end thereof:
Any party making any such transfer shall deliver to the other
party written confirmation from each Rating Agency that such
transfer will not result in the then current rating of the
Class A Notes being withdrawn or lowered.
(f) Additional Definitions. Unless otherwise defined below or in the
Confirmation, capitalized terms used in this Schedule or in the Confirmation
shall have the meanings set forth in the Securitization Trust Agreement dated as
of [________ __,] 1998, as amended, between World Omni Lease Securitization
L.P., as Transferor, and PNC Bank, Delaware, as Owner Trustee.
"Class A Notes" shall mean the World Omni 1998-A Automobile Lease
Securitization Trust Class A Floating Rate Automobile Lease Asset Backed Notes.
"Class A Noteholders" shall mean holders of the Class A Notes.
"Class B Notes" shall mean the World Omni 1998-A Automobile Lease
Securitization Trust Class B Floating Rate Automobile Lease Asset Backed Notes.
"Class B Noteholders" means holders of the Class B Notes.
"Distribution Account" shall have the meaning assigned to such term in
the Securitization Trust Agreement.
"Distribution Date" shall have the meaning assigned to such term in the
Securitization Trust Agreement.
"Indenture" shall mean that certain dated as of [___________ __,] 1998,
between the World Omni 1998-A Automobile Lease Securitization Trust and The Bank
of New York, as Indenture Trustee.
"Indenture Event of Default" shall have the meaning assigned to the
term "Event of Default" in the Indenture.
"Rating Agency" shall mean each of S&P, Xxxxx'x and Fitch.
"Securitization Trust Agreement" shall mean that certain Securitization
Trust Agreement dated as of [________ __,] 1998, as amended, between World Omni
Lease Securitization L.P., as Transferor, PNC Bank, Delaware, as Owner Trustee,
and The Bank of New York, as Indenture Trustee.
"SUBI" shall have the meaning assigned to such term in the
Securitization Trust Agreement.
"Transferor" shall have the meaning assigned to such term in the
Securitization Trust Agreement.
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CONFIRMATION
DATE: November __, 1998
TO: PNC Bank, Delaware, as Owner Trustee,
for the Exclusive Benefit of the Class A Noteholders of the
World Omni 1998-A Automobile Lease Securitization Trust, under
the Securitization Trust Agreement dated as of [________ __,]
1998, as amended, between
World Omni Lease Securitization L.P., as Transferor, PNC Bank,
Delaware, as Owner Trustee, and The Bank of New York, as
Indenture Trustee
Attention:
FROM: Xxxxxxx Xxxxx Derivative Products AG
SUBJECT:
The purpose of this communication is to set forth the terms and
conditions of the interest rate swap transaction entered into on the Trade Date
referred to below (the "Transaction"), between Xxxxxxx Xxxxx Derivative Products
AG ("Party A") and PNC Bank, Delaware, as Owner Trustee, for the Exclusive
Benefit of the Class A Noteholders of the World Omni 1998-A Automobile Lease
Securitization Trust ("Party B"), under the Securitization Trust Agreement dated
as of [________ __,] 1998, as amended (the "Securitization Trust Agreement"),
between World Omni Lease Securitization L.P., as Transferor, PNC Bank, Delaware,
as Owner Trustee, and The Bank of New York, as Indenture Trustee. This
communication constitutes a "Confirmation" as referred to in the Master
Agreement specified below.
1. This Confirmation supplements, forms a part of and is subject to the
Master Agreement, dated as of November __, 1998, and Schedule thereto between
Party A and Party B (as supplemented, the "Master Agreement"). All provisions
contained in or incorporated by reference to, such Master Agreement shall govern
this Confirmation except as expressly modified below. To the extent not defined
in the Master Agreement, the capitalized terms used herein (including, but not
limited to "Class A Note Balance", "Initial Class A Note Balance", "Distribution
Date", "Class A Note" and "Class A-4 Stated Maturity Date") have the meanings
ascribed to such terms in the Securitization Trust Agreement or, if not defined
therein, in that certain Indenture dated as of [___________ __,] 1998, between
the World Omni 1998-A Automobile Lease Securitization Trust and The Bank of New
York, as Indenture Trustee.
2. This confirmation incorporates the definitions and provisions
contained in the 1991 ISDA Definitions (as supplemented by the 1998 Supplement)
, as published by the International Swaps and Derivatives Association, Inc. (the
"Definitions"). In the event of any inconsistency between those Definitions and
this Confirmation, this Confirmation will govern.
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3. References in this Confirmation to a "Transaction" shall be deemed
to be references to a "Swap Transaction" for the purposes of interpreting the
Definitions, and references in the Definitions to a "Swap Transaction" shall be
deemed to be references to a "Transaction" for the purposes of interpreting this
Confirmation.
4. The terms of the particular Transaction to which this communication
relates are as follows:
Notional Amount: The Class A Note Balance as of the
immediately preceding Distribution
Date (after giving effect to
reductions in such Class A Note
Balance as of such immediately
preceding Distribution Date) or, in
the case of the first Distribution
Date, the Initial Class A Note
Balance.
Trade Date:
Effective Date:
Termination Date: The first Business Day following the
later of (x) the date on which the
Class A Note Balance is reduced to
zero and (y) the Class A-4 Stated
Maturity Date.
Fixed Amounts:
Fixed Rate Payer: Party B
Fixed Rate Payer
Payment Dates: Each Distribution Date on the Class A
Notes. Each payment by the Fixed Rate
Payer shall be made no later than
10:00 am New York, New York time on
such date.
Fixed Rate:
Fixed Rate Day Count
Fraction: 30/360
Floating Amounts:
Floating Rate Payer: Party A
Floating Rate Payer
Payment Dates: Each Distribution Date on the Class A
Notes. Each payment by the Floating
Rate Payer shall be made no later than
10:00 am New York, New York time on
such date.
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Floating Rate for initial
Calculation Period:
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: One Month
Spread: [Plus/Minus %] [None]
Floating Rate Day Count
Fraction: Actual/360
Reset Dates: Each Distribution Date on the Class
A Notes
Business Days: New York, New York, Chicago, Illinois,
Wilmington, Delaware, Deerfield Beach,
Florida and Mobile, Alabama
Account Details
Payments to Party A:
Payments to Party B:
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 or by sending to us a letter or telex substantially
similar to this letter, which letter or telex sets forth the
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material terms of the Swap Transaction to which this Confirmation relates and
indicates agreement to those terms.
Yours sincerely,
XXXXXXX XXXXX DERIVATIVE
PRODUCTS AG
By:______________________
Name:
Title:
Confirmed as of the date first above written:
PNC BANK, DELAWARE, AS OWNER TRUSTEE, for the Exclusive Benefit of the Class A
Noteholders of the World Omni 1998-A Automobile Lease Securitization Trust,
under the Securitization Trust Agreement dated as of [________ __,] 1998, as
amended, between World Omni Lease Securitization L.P., as Transferor, PNC Bank,
Delaware, as Owner Trustee, and The Bank of New York, as Indenture Trustee
By:______________________
Name:
Title:
