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LIQUIDITY PLEDGE AND SECURITY AGREEMENT
Dated as of May 21, 1998
by and among
CHARTER MAC ORIGINATION TRUST I
and
CHARTER MAC OWNER TRUST I
and
CHARTER MAC FLOATER CERTIFICATE TRUST I
and
MBIA INSURANCE CORPORATION
and
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
as Administrative Agent
and
BAYERISCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH
as the Liquidity Agent for the Liquidity Banks and
as the Liquidity Collateral Agent
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TABLE OF CONTENTS
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Page
ARTICLE IDEFINITIONS
SECTION 1.1 Definitions .................................................... 2
ARTICLE II THE SECURITY INTEREST
SECTION 2.1 Grant of Security Interest ..................................... 2
SECTION 2.2 Delivery of Liquidity Provider Certificates .................... 3
SECTION 2.3 Custody of the Bonds and the Residual Certificate
for Benefit of Secured Party ................................. 3
SECTION 2.4 Release of Security Interest Upon the Sale of Acquired Assets .. 4
SECTION 2.5 Compliance With Certificate Issuer Trust Agreement ............. 4
SECTION 2.6 Continuing Liability of the Liquidity Borrower ................. 4
ARTICLE III REPRESENTATIONS AND WARRANTIES
SECTION 3.1 Representations and Warranties ................................. 5
ARTICLE IV COVENANTS
SECTION 4.1 Further Assurances ............................................. 6
SECTION 4.2 Change of Office Location ...................................... 6
SECTION 4.3 Defined Title; No Disposition .................................. 6
SECTION 4.4 Collections .................................................... 7
ARTICLE V REMEDIES
SECTION 5.1 Remedies ....................................................... 7
SECTION 5.2 Remedies Not Exclusive ......................................... 9
SECTION 5.3 Waiver of Certain Rights ....................................... 10
SECTION 5.4 Limitation by Law .............................................. 10
ARTICLE VI LIQUIDITY COLLATERAL ACCOUNTS; APPLICATION OF MONIES
SECTION 6.1 The Liquidity Collateral Accounts .............................. 10
SECTION 6.2 Investment of Funds Deposited in Liquidity Collateral Accounts . 11
SECTION 6.3 Application of Funds Deposited in Liquidity Collateral Account . 11
ARTICLE VII MISCELLANEOUS
SECTION 7.1 Amendments, Supplements and Waivers ............................ 11
SECTION 7.2 Exculpation .................................................... 11
SECTION 7.3 Filing Fees, Excise Taxes, etc ................................. 12
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SECTION 7.4 Conditions to Release .......................................... 13
SECTION 7.5 Notices ........................................................ 13
SECTION 7.6 Right of the Surety Provider to Direct Actions of
the Liquidity Collateral Agent; Replacement of the
Liquidity Collateral Agent; Resignation of the
Liquidity Collateral Agent ................................... 14
SECTION 7.7 Severability ................................................... 16
SECTION 7.8 Binding Effect ................................................. 16
SECTION 7.9 GOVERNING LAW .................................................. 16
SECTION 7.10 No Recourse .................................................... 16
SECTION 7.11 Counterparts ................................................... 17
SECTION 7.12 Captions ....................................................... 18
SECTION 7.13 Notice of Limitation of Liability .............................. 18
SCHEDULE 1
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LIQUIDITY PLEDGE AND SECURITY AGREEMENT
LIQUIDITY PLEDGE AND SECURITY AGREEMENT (the "Agreement"), dated as
of May 21, 1998, by and among CHARTER MAC ORIGINATION TRUST I, a Delaware
business trust (the "Origination Trust"), CHARTER MAC OWNER TRUST I, a Delaware
business trust (the "Owner Trust"), CHARTER MAC FLOATER CERTIFICATE TRUST I, a
Delaware business trust (the "Certificate Issuer"), MBIA INSURANCE CORPORATION,
a New York domiciled stock insurance company (the "Surety Provider"), FIRST
TENNESSEE BANK NATIONAL ASSOCIATION, as Administrative and Custody Agent for the
Owner Trust (the "Administrative Agent"), and BAYERISCHE LANDESBANK
GIROZENTRALE, NEW YORK BRANCH, as agent for the Liquidity Banks (the "Liquidity
Agent") and as agent for itself, for the Liquidity Banks (as hereinafter
defined) and for the Surety Provider (together with its successors and any
replacement, the "Liquidity Collateral Agent").
W I T N E S S E T H:
--------------------
WHEREAS, the Liquidity Borrower, the Liquidity Agent and the
financial institutions parties thereto from time to time as lenders (the
"Liquidity Banks") have entered into a Liquidity Agreement, dated as of May 21,
1998 (as the same may hereafter be supplemented, amended or otherwise modified
from time to time, the "Liquidity Agreement");
WHEREAS, the Liquidity Agreement provides for the Liquidity Banks to
make Advances from time to time, the proceeds of which shall be applied by the
Certificate Issuer to purchase Low Floater Certificates issued by the
Certificate Issuer that have not been remarketed or for which the remarketing
proceeds were insufficient to pay the Purchase Price thereof when tendered by
Low Floater Holders to the Tender Agent pursuant to the Certificate Issuer Trust
Agreement or which have been called for mandatory purchase pursuant to certain
subsections of Section 6.13 of the Certificate Issuer Trust Agreement (such Low
Floater Certificates purchased by the Certificate Issuer with Liquidity Bank
Advances are referred to herein as "Liquidity Provider Certificates");
WHEREAS, pursuant to an Insurance Agreement, dated as of May 21,
1998, among the Certificate Issuer, the Owner Trust, the Origination Trust,
Charter, the Surety Provider, Administrative Agent and the Liquidity Agent (as
the same may be supplemented, amended or otherwise modified from time to time,
the "Insurance Agreement"), the Surety Provider has issued a surety bond to the
Owner Trust, for the benefit of the Certificate Issuer as holder of the Senior
Certificate, issued by the Owner Trust (as the same may be supplemented, amended
or otherwise modified from time to time, the "Certificate Surety Bond") and a
surety bond to the Liquidity Agent for the benefit of the Liquidity Banks (as
the same may be supplemented, amended or otherwise modified from time to time,
the "Liquidity Surety Bond," together with the Certificate Surety Bond, the
"Surety Bonds"); and
WHEREAS, the Liquidity Borrower (as hereinafter defined) has agreed
that its obligations under the Insurance Agreement and under the Liquidity
Agreement shall be secured as provided in this Agreement;
NOW, THEREFORE, in order to secure the payment of the Secured
Obligations (as hereinafter defined) now or hereafter existing and in
consideration of the premises and the agreements herein contained and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
ARTICLE I
DEFINITIONS
SECTION I.1 Definitions. As used in this Agreement (but only as used
in this Agreement and in no other Transaction Document), the term "Liquidity
Borrower" shall mean the Origination Trust, the Owner Trust, and the Certificate
Issuer, to the extent that each has an ownership interest in any of the
Liquidity Collateral.
All other capitalized terms used herein shall have the respective
meanings set forth in the Liquidity Agreement, or as set forth in Appendix A
which is incorporated by reference herein.
ARTICLE II
THE SECURITY INTEREST
SECTION II.1 Grant of Security Interest. To secure the due and
punctual payment of all obligations, indebtedness and liabilities, whether now
existing or hereafter arising, absolute or contingent, or due or to become due,
of the Liquidity Borrower (a) to the Liquidity Agent and the Liquidity Banks
under or in connection with the Liquidity Agreement and (b) to the Surety
Provider under or in connection with the Insurance Agreement, including without
limitation, repayment of the Reimbursement Amount (as defined therein), and to
secure the due and punctual performance of all the obligations of the Liquidity
Borrower to the Liquidity Agent, the Liquidity Collateral Agent, the Liquidity
Banks and the Surety Provider contained in this Agreement, the Liquidity
Agreement, the Insurance Agreement and the other Transaction Documents to which
any are a party (all such obligations, together with the obligations,
indebtedness and liabilities referred to above, are collectively called the
"Secured Obligations"), the Liquidity Borrower hereby (i) pledges, assigns,
transfers and delivers to the Liquidity Collateral Agent, for the benefit of the
Liquidity Banks, the Liquidity Agent, individually and as agent for the
Liquidity Banks, and the Surety Provider (collectively the "Secured Parties"),
and (ii) hereby grants to the Liquidity Collateral Agent for the benefit of the
Secured Parties, a first lien on, and security interest in, all of the Liquidity
Borrower's respective right, title, and interest in and to the following,
whether now owned or hereafter acquired (collectively, the "Liquidity
Collateral"):
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(a) any and all Liquidity Provider Certificates and all
principal or interest payments thereof;
(b) the Bonds and all principal or interest collections
thereon;
(c) The Residual Certificate issued pursuant to Section 6.3
of the Owner Trust Agreement;
(d) the Transaction Documents (including all rights to
reserves, consents, recourse, subordination, and other credit enhancement
provided by the other parties thereto), and all rights to payment of fees,
expenses, and indemnities;
(e) the Liquidity Collateral Accounts (as defined in Section
6.1) and all monies held therein and all other monies, securities, reserves, and
other property now or at any time in the possession of the Liquidity Collateral
Agent or its bailee, agent, or custodian and relating to any of the foregoing,
and all funds deposited in each of such accounts;
(f) the Certificate Issuer Collection Account and any
agreements executed in connection with the Certificate Issuer Collection Account
in connection with the Certificate Issuer Trust Agreement;
(g) all products, proceeds, rents, and profits of any of the
foregoing including, without limitation, proceeds of insurance policies or
surety bonds insuring any of the foregoing or any indemnity or warranty payable
by reason of loss or damage to or otherwise in respect of any of the foregoing.
SECTION II.2 Delivery of Liquidity Provider Certificates. The
Liquidity Borrower agrees to deliver or cause to be delivered to the Liquidity
Collateral Agent all Liquidity Provider Certificates promptly upon the purchase
thereof by the Liquidity Borrower. Such Liquidity Provider Certificates shall be
registered in the certificate register of the Liquidity Borrower in the name of
the Liquidity Collateral Agent for the benefit of the Secured Parties. During
any period when the Liquidity Provider Certificates are immobilized at The
Depository Trust Company ("DTC") and DTC or its nominee is the registered owner
of the Liquidity Provider Certificates, the Liquidity Collateral Agent, for the
benefit of the Secured Parties, will be shown as the beneficial owner of the
Liquidity Provider Certificates on the books and records of DTC.
SECTION II.3 Custody of the Bonds and the Residual Certificate for
Benefit of Secured Party. The Administrative Agent hereby agrees that it will
hold the Bonds and the Residual Certificate in its custody for the benefit of
the Secured Parties.
SECTION II.4 Release of Security Interest Upon the Sale of Acquired
Assets.
(a) If (i) a payment is made under the Liquidity Surety
Bond, and the Liquidity Agent has assigned to the Surety Provider all its right,
title and interest in the Acquired
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Assets (including Purchased Certificates) in accordance with Section 6.12 of the
Insurance Agreement, or (ii) in lieu of making a payment under the Liquidity
Surety Bond, the Surety Provider has exercised the Liquidity Purchase Option and
purchased the Liquidity Bank's right, title and interest in Low Floater
Certificates, then the security interest in such Purchased Certificates or
Acquired Assets will be released as provided in this Section.
(b) Upon any assignment or sale of Liquidity Provider
Certificates as permitted by paragraph (a) above, the security interest granted
hereunder in the Liquidity Provider Certificates so sold or assigned, and all
related property with respect to such Liquidity Provider Certificates shall,
immediately upon the assignment or sale of (and payment for) such Liquidity
Provider Certificates and without any further action on the part of the
Liquidity Collateral Agent or the Secured Parties, be released except to the
extent of the interest of the Liquidity Collateral Agent, for the benefit of the
Secured Parties, in the proceeds of such assignment or sale and the interest, if
any, in such Liquidity Provider Certificates which are then retained or
thereafter acquired by the Liquidity Borrower (or the Certificate Trust Agent on
behalf of the Liquidity Borrower).
(c) Upon the sale of any Liquidity Provider Certificates as
provided in paragraph (a) above, the Liquidity Collateral Agent shall, upon the
request of the Liquidity Borrower (or the Administrative Agent on behalf of the
Liquidity Borrower), deliver to the Surety Provider a certificate stating that
the Liquidity Collateral Agent no longer has a security interest in such
Liquidity Provider Certificates except to the extent of the interest therein, if
any, which is retained by the Liquidity Borrower as provided in paragraph (b)
above. The Surety Provider shall be entitled to rely conclusively on such
certificate of the Liquidity Collateral Agent for any and all purposes.
SECTION II.5 Compliance With Certificate Issuer Trust Agreement. No
provision of this Agreement shall prevent the Liquidity Borrower from complying
with the Certificate Issuer Trust Agreement. In addition, each provision of this
Agreement shall in all respects be subject to the limitations and restrictions
applicable to the Liquidity Borrower and the exercise of its rights as set forth
in the Certificate Issuer Trust Agreement.
SECTION II.6 Continuing Liability of the Liquidity Borrower.
Anything herein to the contrary notwithstanding, the Liquidity Borrower shall
remain liable under each contract, agreement, interest, and obligation included
in the Liquidity Collateral (to the extent that the Liquidity Borrower has any
liability thereunder), to observe and perform all the conditions and obligations
to be observed and performed by each thereunder, all in accordance with and
pursuant to the terms and provisions thereof. The Liquidity Borrower shall do
nothing to impair the security interest in any Liquidity Collateral. None of the
Liquidity Collateral Agent, the Surety Provider, the Liquidity Agent, or any
Liquidity Bank shall have any obligation or liability under any such contract,
agreement, interest or obligation by reason of or arising out of this Agreement
or the receipt by the Liquidity Collateral Agent, the Surety Provider, the
Liquidity Agent or any Liquidity Bank of any payment relating to any such
contract, agreement, interest or obligation pursuant hereto (other than the
existing obligations of the Surety Provider under the Surety Bonds, which
obligations are not impaired by this Agreement), nor shall the Liquidity
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Collateral Agent, the Surety Provider, the Liquidity Agent, or any Liquidity
Bank be required or obligated in any manner to perform or fulfill any of the
obligations of the Liquidity Borrower thereunder or pursuant thereto, or to make
any payment, or to make any inquiry as to the nature or the sufficiency of any
payment received by it or the sufficiency of any performance by any party under
any such contract, agreement, interest, or obligation, or to present or file any
claim, or to take any action to collect or enforce any performance of the
payment of any amount thereunder to which it may be entitled at any time except,
in the case of the Liquidity Collateral Agent, as expressly provided in this
Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
SECTION III.1 Representations and Warranties. The Liquidity Borrower
represents and warrants to each of the other parties hereto as follows on the
Effective Date, on the date that any Advance is made or Continued or Converted,
and on each date any amounts are payable by the Surety Provider pursuant to any
Surety Bond:
(a) The chief place of business and chief executive office
of the Liquidity Borrower and the locations where the Liquidity Borrower keeps
all its records concerning the Liquidity Collateral are located at the addresses
set forth on Schedule 1 hereto (or at such other locations, notified to the
Liquidity Collateral Agent in accordance with Section 4.2, in jurisdictions
where all action required by Section 4.1 has been taken with respect to the
Liquidity Collateral);
(b) The Liquidity Borrower owns the Liquidity Collateral
free and clear of any lien, security interest, charge, or encumbrance created by
or through the Liquidity Borrower, except for the security interest created by
this Agreement;
(c) This Agreement creates a valid first priority security
interest in all Liquidity Collateral securing the payment and performance of the
Secured Obligations, and all assignments and other action necessary or desirable
to perfect such security interests in the Liquidity Collateral have been duly
made or taken;
(d) The representations and warranties of the Liquidity
Borrower contained in each of the other Transaction Documents to which it is a
party were true and correct when made and are hereby incorporated by reference
for the benefit of the other parties hereto as if fully set forth herein.
ARTICLE IV
COVENANTS
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SECTION IV.1 Further Assurances.
(a) The Liquidity Borrower agrees that from time to time, at
the expense of the Liquidity Borrower, the Liquidity Borrower will promptly
execute and deliver all further instruments, assignments and other documents,
and take all further action that may be necessary or desirable as reasonably
requested by the Liquidity Collateral Agent or the Secured Parties, in order to
perfect and protect any security interest granted or purported to be granted
hereby or to enable the Liquidity Collateral Agent to exercise and enforce its
rights and remedies hereunder with respect to any Liquidity Collateral,
including without limitation, the execution of financing or continuation
statements, or amendments thereto.
(b) The Liquidity Borrower hereby authorizes the Liquidity
Collateral Agent to file one or more financing or continuation statements, and
amendments thereto, relative to all or any part of the Liquidity Collateral
without the signature of the Liquidity Borrower where permitted by law. A carbon
copy, photographic copy, or other reproduction of this Agreement or any
financing statement covering the Liquidity Collateral or any part thereof shall
be sufficient as a financing statement where permitted by law.
SECTION IV.2 Change of Office Location. The Liquidity Borrower shall
keep its chief place of business and chief executive office and the locations
where it keeps its records concerning the Liquidity Collateral at the respective
locations therefor set forth on Schedule 1 hereto or, upon 30 days' prior
written notice to the Liquidity Collateral Agent, at such other locations in a
jurisdiction where all action required by Section 4.1 shall have been taken with
respect to the Liquidity Collateral. The Liquidity Borrower will hold and
preserve such records and will permit representatives of the Liquidity
Collateral Agent or the Secured Parties at any time during normal business hours
to inspect and make abstracts from such records.
SECTION IV.3 Defined Title; No Disposition.
(a) The Liquidity Borrower covenants and agrees that it will
defend the Secured Parties' right, title and security interest in and to the
Liquidity Collateral against claims and demands of all persons whomsoever; and
covenants and agrees that it will have like title to and right to pledge any
other property at any time hereafter Liquidity Provider to the Secured Parties
as Liquidity Collateral hereunder and will likewise defend the Secured Parties'
right thereto and security interest therein.
(b) Without the prior written consent of the Liquidity
Collateral Agent, the Liquidity Borrower agrees that it will not sell, assign,
transfer, or otherwise dispose of, or grant any option with respect to, the
Liquidity Collateral nor will it create, incur or permit to exist any pledge,
lien, mortgage, security interest, charge, option or any other encumbrance with
respect to any of the Liquidity Collateral, or any interest therein, or any
proceeds thereof, except for the lien and security interest provided for by this
Agreement, provided that nothing in this Section 4.3 or elsewhere in this
Agreement shall be deemed to permit any sale, assignment or other disposition of
the Liquidity Collateral (or any portion thereof) which is otherwise prohibited
by the terms of the Insurance Agreement or the Liquidity Agreement.
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SECTION IV.4 Collections. Except as otherwise provided in this
Section 4.4 or in Section 5.1, the Liquidity Borrower or its duly appointed
agent shall continue to collect all amounts due or to become due to the
Liquidity Borrower under or in connection with the Liquidity Collateral. To the
extent, and only to the extent, that the Liquidity Borrower or its agent is
permitted to do so under the terms of the Certificate Issuer Trust Agreement and
all other Transaction Documents in connection with such collections, the
Liquidity Borrower may take (and, at the Liquidity Collateral Agent's direction,
shall take) such action as the Liquidity Borrower, the Liquidity Collateral
Agent or the Surety Provider, as appropriate, may deem necessary or advisable to
enforce collection of the Liquidity Collateral.
ARTICLE V
REMEDIES
SECTION V.1 Remedies.
(a) The Liquidity Collateral Agent shall have the right,
upon the occurrence and during the continuation of a Liquidity Event of Default
(such date being referred to hereinafter as the "Liquidity Trigger Date"), upon
written notice to the Liquidity Borrower and the Administrative Agent of its
intention to do so, to, and the Liquidity Borrower hereby irrevocably
constitutes and appoints the Liquidity Collateral Agent and any officer or agent
thereof, with full power of substitution, as its true and lawful
attorney-in-fact, with full power and authority in the name of the Liquidity
Borrower or in its own name, from time to time in the Liquidity Collateral
Agent's discretion, on and after the occurrence of the Liquidity Trigger Date,
take any and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the purposes
hereof and, without limiting the generality of the foregoing, hereby gives the
Liquidity Collateral Agent the power and right on behalf of the Liquidity
Borrower, without notice to or assent by the Liquidity Borrower, to the extent,
and only to the extent, that the Liquidity Borrower is permitted under
applicable law and under the Transaction Documents, to do the following:
(i) take any and all steps in the name of the
Liquidity Borrower and on behalf of the Liquidity Borrower, to
collect all amounts due under any of the Liquidity Collateral
including, without limitation, the right to ask for, demand,
xxx for, collect, receive, and give acquittance for any and
all monies due or to become due with respect to the Liquidity
Collateral;
(ii) to receive, take, endorse, assign, and deliver any
and all checks, notes, drafts, acceptances, documents, and
other negotiable and non-negotiable instruments, documents and
chattel paper taken or received by the Liquidity Collateral
Agent in connection herewith and therewith;
(iii) to commence, file, prosecute, defend, settle,
compromise, or adjust any claim, suit, action, or proceeding
with respect to the Liquidity Collateral or to
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foreclose upon or repossess any security for the Liquidity
Collateral, or to direct the Liquidity Collateral Agent to do
so;
(iv) to sell, transfer, assign, or otherwise deal in or
with the Liquidity Collateral or any part thereof pursuant to
the terms and conditions hereunder and thereunder;
(v) to do, at its option and at the expense and for
the account of the Liquidity Borrower, at any time or from
time to time, all acts and things which the Liquidity
Collateral Agent deems necessary to protect or preserve the
Liquidity Collateral or the security interest granted
hereunder and to realize upon the Liquidity Collateral; and
(vi) in addition to all other rights and remedies
herein, to enforce all other rights and effect such remedies
provided to a secured party under the circumstances of a
default under the Uniform Commercial Code of the applicable
jurisdiction and all other applicable laws.
The Liquidity Collateral Agent shall have the right and power to institute
and maintain such suits and proceedings as it may deem appropriate to protect
and enforce the rights vested in it by this Agreement and the other Transaction
Documents, and the Liquidity Collateral Agent may, either after entry or without
entry, proceed by suit or suits at law or in equity to enforce such rights and
to foreclose upon the Liquidity Collateral and to sell all or, from time to
time, any of the Liquidity Collateral under the judgment or decree of a court of
competent jurisdiction.
(b) After receipt by the Liquidity Borrower and Administrative
Agent of the notice from the Liquidity Collateral Agent referred to in paragraph
(a) above, (i) all amounts and proceeds (including instruments) received by the
Liquidity Borrower in respect of the Liquidity Collateral shall be received in
trust for the benefit of the Liquidity Collateral Agent and the Secured Parties
hereunder, shall be segregated from other funds of the Liquidity Borrower, and
shall be forthwith paid over to the Liquidity Collateral Agent in the same form
as so received (with any necessary endorsement) to be held as cash collateral
and (ii) the Liquidity Borrower shall not (either directly or through the
Administrative Agent) adjust, settle, or compromise the amount or payment of any
Liquidity Collateral, or release wholly or partly any obligor thereof or obligor
with respect thereto, or allow any credit or discount thereon. The Liquidity
Collateral Agent agrees that if it exercises any of its rights under Section
5.1(a), 5.1(b), or otherwise under this Agreement or applicable law, and as a
result thereof, the Liquidity Collateral Agent receives collections or other
proceeds of property that do not constitute part of the Liquidity Collateral
(all such non-collateral property or proceeds thereof being the "Non-Liquidity
Collateral Property"), then the Liquidity Collateral Agent shall use reasonable
means to identify such Non-Liquidity Collateral Property and transfer, deliver,
or remit such Non-Liquidity Collateral Property to the Liquidity Borrower as
promptly as may be reasonably practical.
(c) The Liquidity Borrower hereby waives presentment, demand,
protest, or any notice (to the extent permitted by applicable law) of any kind
in connection with this
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Agreement, the exercise by the Liquidity Collateral Agent or the Secured Parties
of any rights or remedies hereunder or in respect of any Liquidity Collateral.
(d) The Liquidity Collateral Agent shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Liquidity Collateral Agent pursuant to Section 5.1(a); provided that such
direction shall not be in conflict with any rule of law or with this Agreement.
(e) If the Liquidity Collateral Agent has been requested or
directed to take any action (or to refrain from taking any action) pursuant to
the terms of this Agreement, the Liquidity Collateral Agent shall not be under
any obligation to exercise any of the rights or powers vested in the Liquidity
Collateral Agent by this Agreement or any other Transaction Document or expend
or advance any funds with respect to such exercise of rights or powers unless
the Liquidity Collateral Agent shall have been provided adequate security and
indemnity against the costs, expenses and liabilities which may be incurred by
it in compliance with such request or direction, including such reasonable
advances as may be requested by the Liquidity Collateral Agent.
SECTION V.2 Remedies Not Exclusive. No remedy conferred upon or
reserved to the Liquidity Collateral Agent or the Secured Parties herein is
intended to be exclusive of any other remedy or remedies, but every such remedy
shall be cumulative and shall be in addition to every other remedy conferred
herein or in any other Transaction Document or now or hereafter existing at law,
in equity, or by statute. No delay or omission of the Liquidity Collateral Agent
or the Secured Parties to exercise any right, remedy, or power accruing upon the
occurrence of the Liquidity Trigger Date shall impair any such right, remedy, or
power or shall be construed to be a waiver thereof or an acquiescence therein;
and every right, power, and remedy given by this Agreement or in any other
Transaction Document to the Liquidity Collateral Agent or the Secured Parties
may be exercised from time to time and as often as may be deemed expedient by
the Liquidity Collateral Agent or the Secured Parties. All rights of action and
rights to assert claims upon or under this Agreement may be enforced by the
Liquidity Collateral Agent or the Secured Parties without the possession of any
promissory note executed pursuant to the Liquidity Agreement or the production
thereof in any trial or other proceeding relative thereto, and any recovery of
judgment shall be held as part of the Liquidity Collateral.
SECTION V.3 Waiver of Certain Rights. The Liquidity Borrower, to the
extent it may lawfully do so, on behalf of itself and all who may claim through
or under it, including, without limitation, any and all subsequent creditors,
vendees, assignees, and lienors, expressly waives and releases any, every, and
all rights to demand or to have any marshalling of the Liquidity Collateral upon
any sale, whether made under any power of sale granted hereunder, or pursuant to
judicial proceedings or upon any foreclosure or any enforcement of this
Agreement and consents and agrees that all the Liquidity Collateral may at any
such sale be offered and sold as an entirety.
SECTION V.4 Limitation by Law. All the provisions of this Article V
are intended to be subject to all applicable mandatory provisions of law and to
be limited to the
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extent necessary so that they will not render this Agreement invalid,
unenforceable in whole or in part, or not entitled to be recorded, registered,
or filed under the provisions of any applicable law.
ARTICLE VI
LIQUIDITY COLLATERAL ACCOUNTS; APPLICATION OF MONIES
SECTION VI.1 The Liquidity Collateral Accounts. On and after the
occurrence of a Liquidity Trigger Date or an Event of Default under the
Insurance Agreement, or if the Liquidity Banks have failed to make a payment in
full under the Liquidity Agreement when required, the Liquidity Collateral Agent
shall have, pursuant to the terms hereof, the Certificate Issuer Trust
Agreement, the other Transaction Documents and applicable law, the right to
direct that payments on or other proceeds of the Liquidity Collateral (but not
the proceeds of any asset not within the definition of Liquidity Collateral
contained in Section 2.1) be remitted to it. For such purpose, the Liquidity
Collateral Agent may establish an account entitled the "Certificate Issuer
Liquidity Collateral Account", use an existing account or retain the Collection
Account under the Certificate Issuer Trust Agreement (such accounts,
collectively, the "Liquidity Collateral Accounts"). Pursuant to Section 1.1, all
right, title, and interest of the Liquidity Borrower in and to the Liquidity
Collateral Accounts, all funds, investment property and other property credited
thereto and all proceeds thereof shall be subject to the security interest of
the Liquidity Collateral Agent hereunder. All right, title, and interest in and
all other property credited thereto and to the Liquidity Collateral Accounts
shall vest in the Liquidity Collateral Agent for the benefit of the Secured
Parties, and funds on deposit in the Liquidity Collateral Accounts shall
constitute part of the Liquidity Collateral. The Liquidity Collateral Accounts
shall be subject to the exclusive dominion and control of the Liquidity
Collateral Agent for the benefit of the Secured Parties, subject to the
provisions hereof.
SECTION VI.2 Investment of Funds Deposited in Liquidity Collateral
Accounts. The Liquidity Collateral Agent shall invest and reinvest funds on
deposit in the Liquidity Collateral Accounts at any time in short term
investments rated A-l by S&P and P-l by Xxxxx'x. All such investments and the
interest and income received thereon and therefrom and the net proceeds realized
on the sale thereof shall be held in the Liquidity Collateral Accounts as part
of the Liquidity Collateral. Notwithstanding anything to the contrary contained
herein or in any of the other Transaction Documents, the Liquidity Collateral
Agent shall not be liable for any losses on or with respect to any investments
or reinvestments made by it in accordance with the provisions of this Section
6.2.
SECTION VI.3 Application of Funds Deposited in Liquidity Collateral
Account. Funds in the Liquidity Collateral Account shall be applied first to
repay all Secured Obligations owing to the Liquidity Collateral Agent hereunder,
next to repay all Secured Obligations that are outstanding under the Liquidity
Agreement (in such order as may be directed by the Liquidity Agent) and,
following the Liquidity Commitment Termination Date and the indefeasible payment
in full of all such Secured Obligations arising under the Liquidity Agreement,
to repay any Secured Obligations outstanding under the Insurance Agreement (in
such order as may be directed by the Surety Provider).
10
ARTICLE VII
MISCELLANEOUS
SECTION VII.1 Amendments, Supplements and Waivers. None of the terms
or provisions of this Agreement may be waived, amended, supplemented, or
otherwise modified except by written instrument executed by the Liquidity
Borrower, the Liquidity Collateral Agent, the Surety Provider and, in the event
that the Liquidity Agreement is then in effect or any Liquidity Obligations are
outstanding or the Liquidity Commitment Termination Date has not occurred, the
Liquidity Agent. No amendment to this Agreement which releases all or
substantially all of the Liquidity Collateral shall in any event be effective
until S&P and Xxxxx'x confirm that such amendment would not cause the ratings
assigned to the Low Floater Certificates prior to such amendment to be reduced
or withdrawn.
SECTION VII.2 Exculpation
(a) The Liquidity Collateral Agent shall not be liable for any
acts, omissions, errors of judgment, or mistakes of fact or law made, taken, or
omitted to be made or taken by it pursuant to this Agreement or any related
document, except for those arising out of or in connection with the Liquidity
Collateral Agent's gross negligence or willful misconduct. The Liquidity
Collateral Agent may consult with counsel, accountants, or other experts in
connection with its rights and obligations hereunder, and shall not be liable
for any action taken or omitted to be taken by it in accordance with the advice
of such counsel, accountants, or other experts. The Liquidity Collateral Agent
shall have the right at any time to seek instructions concerning the
administration of the Liquidity Collateral from any court of competent
jurisdiction. The Liquidity Collateral Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any of the secured parties and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Transaction Document or otherwise exist against
the Liquidity Collateral Agent.
(b) The Liquidity Borrower agrees to pay, indemnify, and hold the
Liquidity Collateral Agent, the Liquidity Agent, the Surety Provider, and their
respective directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses, or disbursements of any kind or nature
whatsoever with respect to the execution, delivery, enforcement and performance
of this Agreement and the other Transaction Documents, unless arising from the
gross negligence or willful misconduct of the party to be indemnified under this
Section 7.2(b). The obligations of the Liquidity Borrower under this Section
7.2(b) shall survive the termination of the other provisions of this Agreement.
(c) The Liquidity Borrower agrees to indemnify and hold harmless
the Liquidity Collateral Agent, the Surety Provider, the Liquidity Agent, and
each Liquidity Bank from any present or future claim for liability for any stamp
or other similar tax and any penalties
11
or interest with respect thereto, which may be assessed, levied, or collected by
any jurisdiction in connection with this Agreement, the Liquidity Collateral, or
the attachment or perfection of the security interest granted to the Liquidity
Collateral Agent in any Liquidity Collateral. The obligations of the Liquidity
Borrower under this Section 7.2(c) shall survive the termination of the other
provisions of this Agreement.
(d) To the extent not promptly paid by the Liquidity Borrower or
recovered from the proceeds of the Liquidity Collateral, the Liquidity
Collateral Agent shall have the right to recover reasonable costs and expenses
incurred in exercising its obligations hereunder, which shall be shared by the
secured parties hereunder.
SECTION VII.3 Filing Fees, Excise Taxes, etc. The Liquidity Borrower
agrees:
(a) to reimburse the Liquidity Collateral Agent for any and all
amounts in respect of all search, filing, recording, and registration fees,
taxes, excise taxes, and other similar imposts which may be payable or
determined to be payable in respect of the enforcement of this Agreement and the
other Transaction Documents, and
(b) to save the Liquidity Collateral Agent, the Surety Provider,
the Liquidity Agent and the Liquidity Banks harmless from and against any and
all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes and fees. The obligations of the Liquidity Borrower
under this Section 7.3 shall survive the termination of the other provisions of
this Agreement.
SECTION VII.4 Conditions to Release. The Liquidity Collateral shall
be automatically released on the date on which all of the Secured Obligations
have been paid and satisfied in full and no further Secured Obligations may be
incurred.
SECTION VII.5 Notices. Except to the extent otherwise expressly
provided herein, all notices, requests, and demands provided for or permitted
hereunder to be effective shall be in writing (including facsimile
communications) and shall be personally delivered (including delivery by express
mail or courier), sent by mail (certified or registered, return receipt
requested), or facsimile transmission and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or three business days after being deposited in the mail, postage prepaid, or,
in the case of facsimile transmission, when sent (except that all notices,
requests, demands or other communications to the Liquidity Collateral Agent
shall not be effective until received),
(a) if to the Origination Trust, the Owner Trust
or the Liquidity Borrower, to:
c/o Related Charter L.P.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
12
Attention: President
and Attention: Xxxxx Xxxxx,
Senior Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address as may be designated by such party in a written notice to
the notifying party;
(b) if to the Administrative Agent, to:
First Tennessee Bank National Association
0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
(c) if to the Liquidity Agent, to:
Bayerische Landesbank Girozentrale, New York Branch
000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Credit Matters:
Attention: Xxxxx X. Xxxxxxx, First Vice President
Manager of Public Finance
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Operations Contact:
Attention: Xxxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address as may be designated by the Liquidity Agent in a written
notice to the notifying party;
(d) if to the Surety Provider, to:
MBIA Insurance Corporation
000 Xxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
13
Attn: Vice President and Manager,
IPM Structured Finance
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or such other address as may be designated by the Surety Provider in a written
notice to the notifying party;
(e) if to any Liquidity Bank (other than the Liquidity Agent), to
its then current address for notices pursuant to the Liquidity Agreement.
SECTION VII.6 Right of the Surety Provider to Direct Actions of the
Liquidity Collateral Agent; Replacement of the Liquidity Collateral Agent;
Resignation of the Liquidity Collateral Agent.
(a) The Liquidity Collateral Agent agrees that following the
Surety Provider's written request it will take or refrain from taking any
action, and exercise or refrain from exercising any of its rights under this
Agreement and all agreements, documents and instruments relating hereto in the
manner described in the Surety Provider's written request; provided, however,
that the obligation of the Liquidity Collateral Agent to take or refrain from
taking, or to exercise or refrain from exercising any such action or rights
shall be limited to those actions and rights that can be exercised or taken (or
not exercised or taken, as the case may be) in full compliance with the
provisions of this Agreement, the other Transaction Documents and applicable
law; provided, further, that (i) if any of the events set forth in paragraphs(a)
through (d) of Section 6.01 of the Liquidity Agreement has occurred and if any
Liquidity Obligations are then outstanding (or the Liquidity Commitment
Termination Date has not yet occurred) or (ii) if the Surety Bonds shall cease
to be in full force and effect or the validity thereof shall be contested by the
Surety Provider and any Liquidity Obligations are then outstanding (or the
Liquidity Commitment Termination Date has not yet occurred), the Liquidity
Collateral Agent shall have no obligation to act at the written direction of the
Surety Provider, and the Liquidity Collateral Agent agrees in circumstances
described in this proviso that following the written request of the Liquidity
Agent it will take or refrain from taking any action, and exercise or refrain
from exercising any of its rights under this Agreement and all agreements,
documents or instruments relating hereto in the manner described in such request
of the Liquidity Agent; provided, further, that the obligation of the Liquidity
Collateral Agent to take or refrain from taking, or to exercise or refrain from
exercising any actions or rights described in the preceding proviso of this
Section 7.6(a) shall be limited to those actions and rights that can be
exercised or taken (or not exercised or taken, as the case may be) in full
compliance with the provisions of this Agreement, the other Transaction
Documents and the applicable law; provided, further, that absent any written
request from the Surety Provider or the Liquidity Agent to the Liquidity
Collateral Agent to take or refrain from taking any action or to exercise or
refrain from exercising any of its rights, the Liquidity Collateral Agent shall
have no duty to take or refrain from taking any action or to exercise or refrain
from exercising any of its rights other than as expressly required in this
Agreement.
14
(b) The Majority Liquidity Banks, with the consent of the Surety
Provider, may replace the Liquidity Collateral Agent at any time during which
the Liquidity Agreement is then in effect; provided, however, that if any of the
events set forth in paragraphs (a) through (d) of Section 6.01 of the Liquidity
Agreement has occurred or if the Surety Bonds shall cease to be in full force
and effect or the validity thereof shall be contested by the Surety Provider and
any Liquidity Obligations are then outstanding (or the Liquidity Commitment
Termination Date has not yet occurred), the Majority Liquidity Banks may replace
the Liquidity Collateral Agent without the consent of the Surety Provider. The
Surety Provider, in its sole discretion, may replace the Liquidity Collateral
Agent (or any replacement appointed by the Majority the Liquidity Banks) in the
event that the Liquidity Agreement is not then in effect and all Liquidity
Obligations shall have been paid in full. Any replacement described above in
this paragraph (b) shall be effective when a notice, signed by the Liquidity
Agent (if the Liquidity Agreement is then in effect) and the Surety Provider
(except where the Surety Provider's consent is not required as stated above),
stating that the conditions for such replacement have been satisfied and
identifying the replacement Liquidity Collateral Agent, is received by the
Liquidity Borrower.
(c) The Liquidity Collateral Agent may, at any time, by giving 30
days written notice to the Liquidity Borrower, the Surety Provider and, in the
event that the Liquidity Agreement is then in effect or any Liquidity
Obligations are then outstanding, the Liquidity Agent, resign and be discharged
of the responsibilities created by this Agreement, such resignation to become
effective upon the appointment of a successor the Liquidity Collateral Agent
acceptable to the Surety Provider, the Liquidity Borrower, and, in the event
that the Liquidity Agreement is then in effect and any Liquidity Obligations
remain unpaid, the Majority Liquidity Banks. If no successor Liquidity
Collateral Agent shall be appointed and approved within thirty (30) days from
the date of the giving of the aforesaid notice of resignation, the Liquidity
Collateral Agent or any of the Surety Provider, the Liquidity Borrower, and in
the event the Liquidity Agreement is then in effect or any Liquidity Obligations
are then outstanding, the Liquidity Agent may apply to any court of competent
jurisdiction to appoint a successor the Liquidity Collateral Agent to act until
such time, if any, as a successor the Liquidity Collateral Agent shall have been
appointed as above provided. Any successor the Liquidity Collateral Agent so
appointed by such court shall immediately and without further act be superseded
by any successor the Liquidity Collateral Agent appointed by the Surety
Provider, the Liquidity Borrower, and in the event the Liquidity Agreement is
then in effect or any Liquidity Obligations are then outstanding, the Majority
Liquidity Banks.
SECTION VII.7 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall not invalidate 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.
SECTION VII.8 Binding Effect. This Agreement shall be binding upon
the Liquidity Borrower, the Surety Provider, the Liquidity Agent, the Liquidity
Collateral Agent and the Liquidity Banks, and their respective successors and
permitted assigns (which successors and assigns shall include a trustee in
bankruptcy), and shall inure to the benefit of each such Person and each of
their respective successors and permitted assigns, and nothing herein is
intended or
15
shall be construed to give any other person any right, remedy, or claim under,
to or in respect of this Agreement or the Liquidity Collateral.
SECTION VII.9 GOVERNING LAW. THIS LIQUIDITY SECURITY AGREEMENT SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
SECTION VII.10 No Recourse. Anything contained in this Agreement or
any other Transaction Document to the contrary notwithstanding, all payments to
be made by the Liquidity Borrower under this Agreement shall be made by the
Liquidity Borrower solely from Available Funds (as defined in the Liquidity
Agreement). No recourse shall be had against the Liquidity Borrower personally
or against any incorporator, shareholder, trustee, officer, director or employee
of the Liquidity Borrower or against any Low Floater Holder, or any shareholder,
trustee, director, officer, employee or agent, whether past, present or future,
of a Low Floater Holder with respect to any of the covenants, agreements,
representations or warranties of the Liquidity Borrower contained in this
Agreement, or any other Transaction Document, it being understood that such
covenants, representations or warranties are enforceable only against Available
Funds. The provisions of this Section 7.10 shall survive the termination of this
Agreement.
The Surety Provider, the Liquidity Agent and the Liquidity
Collateral Agent each hereby acknowledges that, pursuant to the terms and
conditions of this Agreement and the other Transaction Documents, the Liquidity
Borrower is or may be required, from time to time, to make certain payments to
the Surety Provider, the Liquidity Agent and the Liquidity Collateral Agent,
either as compensation for services rendered, reimbursement for out of pocket
expenses, indemnification, or otherwise, as set forth herein and therein. The
Surety Provider, the Liquidity Agent and the Liquidity Collateral Agent hereby
agree that, notwithstanding any provision of any Transaction Document, (i) the
Liquidity Borrower shall not make any such payment to the Surety Provider, the
Liquidity Collateral Agent or the Liquidity Agent, (ii) the Liquidity Borrower
shall have no duty, liability or obligation to make any such payment to the
Surety Provider, the Liquidity Collateral Agent or the Liquidity Agent, (iii) no
such payment shall be due from the Liquidity Borrower and (iv) the Surety
Provider and the Liquidity Collateral Agent shall have no right to enforce any
claim against the Liquidity Borrower in respect of any such payment, in each
case at any time that any Low Floater Certificate is outstanding and no
Bankruptcy Event (as defined below) has occurred and is continuing; provided,
however, that, notwithstanding the foregoing, such payment shall be made if and
to the extent that (x) the making of such payment by the Liquidity Borrower
would not render the Liquidity Borrower insolvent and (y) the Liquidity Borrower
has received funds with respect to such obligations which may be used to make
such payment and which funds are not required to pay Low Floater Certificates of
the Liquidity Borrower when due; provided, however, that the foregoing shall not
be construed to prohibit a drawing on the Liquidity Surety Bond by the Liquidity
Agent. As used in this Section the term "Bankruptcy Event" shall mean the entry
against the Liquidity Borrower of a decree or order by a court or agency or
supervisory authority having jurisdiction for the appointment of a trustee,
conservator, receiver or liquidator in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the winding
up or liquidation of its affairs, and
16
the continuance of any such decree or order unstayed and, in the case of any
such proceeding instituted against the Liquidity Borrower, either such
proceeding shall remain undismissed or unstayed for a period of 60 consecutive
days or an order for relief as described below has been entered, or the consent
by the Liquidity Borrower to or the entry of an order for the appointment of a
trustee, conservator, receiver or liquidator in any insolvency, readjustment of
debt, order of relief marshalling of assets and liabilities of or relating to
the Liquidity Borrower or the filing by the Liquidity Borrower of a petition to
take advantage of any applicable insolvency or reorganization statute.
SECTION VII.11 Counterparts. This Agreement may be executed in any
number of separate counterparts by the parties hereto and each counterpart when
so executed shall be deemed to be an original and all such counterparts when
taken together shall constitute one and the same agreement.
SECTION VII.12 Captions. The various captions (including without
limitation, the table of contents) in this Agreement are provided solely for
convenience of reference and shall not affect the meaning or interpretation of
any provision of this Agreement.
SECTION VII.13 Notice of Limitation of Liability. Pursuant to
Section 10.6 of the Origination Trust Agreement and Section 12.7 of the Owner
Trust Agreement, all suppliers and Persons with whom the Origination Trust and
the Owner Trust do business are on notice that the Shareholders, the Trustees,
and the Manager (each as defined in the Origination Trust Agreement) and the
Senior Holder, Residual Holder, Trustees and Manager (each as defined in the
Owner Trust Agreement) are not liable for the obligations of the Origination
Trust or the Owner Trust, and all suppliers and persons shall look solely to the
assets of the Origination Trust or the Owner Trust, as the case may be, for
payment. The Origination Trust and the Owner Trust are both business trusts
created under the Trust Act; but the Board of Trustees or Manager of neither the
Origination Trust nor the Owner Trust shall be liable for failure to give notice
to such Persons, and any failure to give such notice shall not imply that the
Shareholders, the Managing Trustees, the Manager, and the Registered Trustee are
liable for the Origination Trust's obligations, nor shall such failure imply
that the Senior Holder, Residual Holder, Managing Trustees, the Manager and the
Registered Trustee are liable for the Owner Trust's obligations.
[signature pages follow]
17
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
CHARTER MAC ORIGINATION TRUST I
By: RELATED CHARTER LP, its Manager
By: RELATED CHARTER LLC, its General Partner
--------------------------------------------
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: President & COO
--------------------------------------
CHARTER MAC OWNER TRUST I
By: RELATED CHARTER LP, its Manager
By: RELATED CHARTER LLC, its General Partner
By /s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxxx
---------------------------------------
Title: President & COO
--------------------------------------
CHARTER MAC FLOATER CERTIFICATE TRUST I
By: FIRST TENNESSEE BANK NATIONAL ASSOCIATION,
as Certificate Trust Agent, pursuant to the
Certificate Issuer Trust Agreement, of
CHARTER MAC FLOATER CERTIFICATE
TRUST I
By /s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxx
---------------------------------------
Title:
--------------------------------------
MBIA INSURANCE CORPORATION
By /s/ Xxxxxx X. Xxxxx
-----------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Director
--------------------------------------
FIRST TENNESSEE BANK NATIONAL
ASSOCIATION, as Administrative Agent
By /s/ Xxxxxx Xxxxxxxxx
-----------------------------------------
Name: Xxxxxx Xxxxxxxxx
---------------------------------------
Title:
--------------------------------------
BAYERISCHE LANDESBANK GIROZENTRALE,
NEW YORK BRANCH, as the Liquidity
Agent for the Liquidity Banks and as
the Liquidity Collateral Agent
By /s/ Xxxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxxx X. Xxxxxxx
---------------------------------------
Title: Vice President
--------------------------------------
By
-----------------------------------------
Name:
---------------------------------------
Title:
--------------------------------------
SCHEDULE 1
CHIEF EXECUTIVE OFFICE AND
LIQUIDITY COLLATERAL RECORDS LOCATION
c/o [ ]
[ ]
[ ]
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