EX-10.78






Exhibit 10.78




     FOURTH AMENDMENT, dated as of February 26, 2009 (this “Fourth Amendment”), among
Chesapeake Funding LLC (the “Issuer”), PHH Vehicle Management Services, LLC, as
administrator (the “Administrator”), and The Bank of New York Mellon (formerly known as The
Bank of New York), as successor to JPMorgan Chase Bank, N.A., as Indenture Trustee (the
“Indenture Trustee”), to the Series 2006-1 Indenture Supplement, dated as of March 7, 2006,
as amended as of March 6, 2007, as of February 28, 2008 and as of December 17, 2008 (the
“Series 2006-1 Indenture Supplement”), among the Issuer, the Administrator, the several
commercial paper conduits listed on Schedule I thereto (the “CP Conduit Purchasers”), the
banks party thereto with respect to each CP Conduit Purchaser (the “APA Banks”), the agent
banks party thereto with respect to each CP Conduit Purchaser (the “Funding Agents”),
JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative
Agent”) for the CP Conduit Purchasers, the APA Banks and the Funding Agents, and the Indenture
Trustee, to the Amended and Restated Base Indenture, dated as of December 17, 2008 (the “Base
Indenture”), between the Issuer and the Indenture Trustee pursuant to which the Series 2006-1
Investor Notes were issued to the CP Conduit Purchasers.



W I T N E S S E T H:




     WHEREAS, the Issuer has requested the Series 2006-1 Investor Noteholders to amend the Series
2006-1 Indenture Supplement to extend the Scheduled Expiry Date (as such term is defined in the
Series 2006-1 Indenture Supplement) and to make certain other changes to the Series 2006-1
Indenture Supplement as set forth in this Fourth Amendment; and



     WHEREAS, each of the Series 2006-1 Investor Noteholders is willing to agree to the amendments
to the Series 2006-1 Indenture Supplement requested by the Issuer and set forth in this Fourth
Amendment;



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. Defined Terms. All capitalized terms defined in Schedule 1 to the Base Indenture
or the Series 2006-1 Indenture Supplement and used herein shall have the meanings given to them
therein.



     2. Amendment to Article 1(b). Article 1(b) of the Series 2006-1 Indenture Supplement
is hereby amended by deleting the definition of “Scheduled Expiry Date” and substituting in lieu
thereof the following new definition:




     “‘Scheduled Expiry Date’ means, with respect to any Purchaser Group,
the later of (a) March 27, 2009 and (b) the last day of any extension of the
Commitment of the APA Banks included in such Purchaser Group made in accordance with
Section 2.6(b).”




 





			
	 
	[***]
	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.  ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.















 



2


     3. Amendments to Article 4. Article 4 of the Series 2006-1 Indenture Supplement is
hereby amended by deleting clauses (f), (g) and (h) thereof in their entirety and inserting the
following new clauses (f), (g) and (h) in lieu thereof:




     “(f) the Three Month Average Charge-Off Ratio with respect to any Settlement
Date exceeds [***];




     (g) the Three Month Average Paid-In Advance Loss Ratio with respect to any
Settlement Date exceeds [***];




     (h) the Three Month Average Delinquency Ratio with respect to any Settlement
Date exceeds [***];”



     4. Amendment to Schedule I. Schedule I to the Series 2006-1 Indenture Supplement is
hereby amended and restated to read in its entirety as set forth on Exhibit A to this Fourth
Amendment.



     5. Conditions to Effectiveness. This Fourth Amendment shall become effective as of
February 26, 2009 (the “Fourth Amendment Effective Date”), if each of the following
conditions precedent shall have been satisfied on or prior to February 27, 2009:




     (a) The Administrative Agent shall have received, with a copy for each Funding Agent,
this Fourth Amendment duly executed and delivered by duly authorized officers of the Issuer,
the Administrator and the Indenture Trustee;




     (b) The representations and warranties of the Issuer and VMS contained in the
Transaction Documents to which each is a party shall be true and correct in all material
respects as of the Fourth Amendment Effective Date as if made as of the Fourth Amendment
Effective Date;




     (c) The Purchaser Group Invested Amount with respect to each Purchaser Group is less
than or equal to the Maximum Purchaser Group Invested Amount with respect to such Purchaser
Group set forth in Schedule I as amended by this Fourth Amendment;




     (d) The Indenture Trustee and the Administrative Agent shall have received the Consent
of Purchaser Groups in the form of Exhibit B to this Fourth Amendment, duly executed by the
CP Conduit Purchasers, the APA Banks and the Administrative Agent;




     (e) The Indenture Trustee and the Administrative Agent shall have received the Third
Amended and Restated Fee Letter relating to the Series 2006-1 Indenture Supplement in the
form of Exhibit C to this Fourth Amendment, duly executed by the Issuer, the Administrator,
the Administrative Agent and each Funding Agent; and




     (f) The Issuer shall have paid to the Administrative Agent on behalf of each Purchaser
Group the fees payable on the date of the Third Amended and Restated Fee Letter.




 





			
	 
	[***]
	 	INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR
WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED.  ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.















 



3


     6. Miscellaneous.



     (a) Payment of Expenses. The Issuer agrees to pay or reimburse the Indenture Trustee,
the Administrative Agent, the CP Conduit Purchasers, the APA Banks and the Funding Agents for all
of their respective out-of-pocket costs and reasonable expenses incurred in connection with this
Fourth Amendment, including, without limitation, the reasonable fees and disbursements of their
respective counsel.



     (b) No Other Amendments; Confirmation. Except as expressly amended, modified and
supplemented hereby, the provisions of the Series 2006-1 Indenture Supplement are and shall remain
in full force and effect.



     (c) Governing Law. THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     (d) Counterparts. This Fourth Amendment may be executed in two or more counterparts
(and by different parties on separate counterparts), each of which shall be an original, but all of
which together shall constitute one and the same instrument. A set of the copies of this Fourth
Amendment signed by all the parties shall be lodged with the Indenture Trustee. This Fourth
Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.









 



4


     IN WITNESS WHEREOF, the Issuer, the Administrator and the Indenture Trustee have caused this
Fourth Amendment to be duly executed by their respective officers as of the day and year first
above written.



	 	 	 	 	 
	 	CHESAPEAKE FUNDING LLC

 	 
	 	By:  	 /s/ Mark E. Johnson
 	 
	 	 	Name:  	Mark E. Johnson 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	PHH VEHICLE MANAGEMENT SERVICES, LLC

 	 
	 	By:  	 /s/ Mark E. Johnson
 	 
	 	 	Name:  	Mark E. Johnson 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	THE BANK OF NEW YORK MELLON, as successor 

Indenture Trustee

 	 
	 	By:  	/s/ Jared Fischer
 	 
	 	 	Name:  	Jared Fischer 	 
	 	 	Title:  	Assistant Treasurer 	 
	 










 



 


EXHIBIT A

TO FOURTH AMENDMENT

TO SERIES 2006-1

INDENTURE SUPPLEMENT




SCHEDULE I TO SERIES 2006-1

INDENTURE SUPPLEMENT




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Maximum	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Purchaser	 	 	 	 
	 	 	 	 	 	 	 	APA Bank	 	 	Funding	 	 	Group	 	 	Match	 
	 	CP Conduit Purchaser	 	 	APA Bank	 	 	Percentage	 	 	Agent	 	 	Invested Amount	 	 	Funding	 
	 	
[***]
	 	 	
[***]	 	 	 
	 	 	
[***]	 	 	$[***]
	 	 	 	 
	 	
[***]
	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	[***]

	 	 	[***]
	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	[***]

	 	 	[***]
	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	
[***]
	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	[***]

	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	
[***]
	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	
[***]
	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	
[***]
	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 	
[***]
	 	 	
[***]	 	 	 	 	 	
[***]	 	 	$[***]	 	 	 	 
	 








 




			
	 	 	[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.












 



 




EXHIBIT B

TO FOURTH AMENDMENT

TO SERIES 2006-1

INDENTURE SUPPLEMENT




Consent of Purchaser Groups




     Reference is made to (i) that certain Series 2006-1 Indenture Supplement, dated as of
March 7, 2006, as amended by the First Amendment thereto, dated as of March 6, 2007, the
Second Amendment thereto, dated as of February 28, 2008, and the Third Amendment thereto,
dated as of December 17, 2008 (as further amended or supplemented, the “Series 2006-1
Indenture Supplement”), among Chesapeake Funding LLC (the “Issuer”), PHH
Vehicle Management Services, LLC, as administrator (the “Administrator”), the
several commercial paper conduits listed on Schedule I thereto (the “CP Conduit
Purchasers”), the banks party thereto with respect to each CP Conduit Purchaser (the
“APA Banks”), the agent banks party thereto with respect to each CP Conduit
Purchaser (the “Funding Agents”), JPMorgan Chase Bank, N.A., in its capacity as
administrative agent for the CP Conduit Purchasers, the APA Banks and the Funding Agents,
and The Bank of New York Mellon (formerly known as The Bank of New York), as successor to
JPMorgan Chase Bank, N.A., as Indenture Trustee (the “Indenture Trustee”), to the
Amended and Restated Base Indenture, dated as of December 17, 2008 between the Issuer and
the Indenture Trustee, and (ii) that certain Fourth Amendment to the Series 2006-1
Indenture Supplement, dated as of February 26, 2009 (the “Fourth Amendment”), among
the Issuer, the Administrator and the Indenture Trustee. All capitalized terms defined in
the Series 2006-1 Indenture Supplement and used herein shall have the meanings given to
them therein.



     The undersigned hereby consent to the execution, delivery and performance of the
Fourth Amendment by the parties thereto.



     In order to satisfy one of the conditions to the effectiveness of the Fourth
Amendment, the Issuer must effect a Decrease on the date hereof. The undersigned hereby
waive the requirement in Section 2.5(a) of the Series 2006-1 Indenture Supplement that the
Administrator shall have provided the Administrative Agent with prior written notice of the
amount of such Decrease prior to 9:30 A.M., New York City time, on the second Business Day
prior to such Decrease.



Dated: February 26, 2009




	 	 	 	 	 
	 	PARK AVENUE RECEIVABLES COMPANY,
LLC, 
as a CP Conduit Purchaser





By: JPMorgan Chase Bank, N.A., its attorney-in-fact

 	 
	 	By:  	/s/ Marquis Gilmore
 	 
	 	 	Name:  	Marquis Gilmore 	 
	 	 	Title:  	Managing Director 	 
	 




 












 





7




	 	 	 	 	 
	 	FALCON ASSET SECURITIZATION COMPANY LLC, as a CP Conduit Purchaser

 
	 
	 	By:  JPMorgan Chase Bank, N.A., its attorney-in-fact	 
	 	 	 
	 	 	 
	 	By:  	/s/ Marquis Gilmore 	 
	 	 	Name:  	Marquis Gilmore 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as an APA Bank

 	 
	 	By:  	/s/ Marquis Gilmore
 	 
	 	 	Name:  	Marquis Gilmore 	 
	 	 	Title:  	Managing Director 	 
	 










 



8

	 	 	 	 	 
	 	CAFCO, LLC, as a CP Conduit Purchaser





By:  CITICORP NORTH AMERICA, INC.,
As Attorney-in-Fact

 	 
	 	By:  	/s/ Steven Vierengel
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CIESCO, LLC, as a CP Conduit Purchaser





By:  CITICORP NORTH AMERICA, INC.,
As Attorney-in-Fact

 	 
	 	By:  	/s/ Steven Vierengel
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A., as an APA Bank

 	 
	 	By:  	/s/ Steven Vierengel
 	 
	 	 	Name: 		 
	 	 	Title:  		 
	 











 




9

	 	 	 	 	 
	 	VARIABLE FUNDING CAPITAL COMPANY LLC, as a CP Conduit Purchaser

 
	 
	 	By:  WACHOVIA CAPITAL MARKETS, LLC,
As Attorney-in-Fact	 
	 	 	 
	 	 	 
	 	By:  	/s/ Doug Wilson
 	 
	 	 	Name:  	Doug Wilson 	 
	 	 	Title:  	Director 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as an APA Bank
 
	 
	 	By:  	/s/ Kevin McConnell
 	 
	 	 	Name:  	Kevin McConnell 	 
	 	 	Title:  	Managing Director 	 
	 











 



10

	 	 	 	 	 
	 	YC SUSI TRUST, as a CP Conduit Purchaser





By:  Bank of America, National Association, as Administrative Trustee

 	 
	 	By:  	/s/ Leif E. Rauer
 	 
	 	 	Name:  	Leif E. Rauer 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as an APA Bank 

 

	 
	 	By:  	/s/ Leif E. Rauer
 	 
	 	 	Name:  	Leif E. Rauer 	 
	 	 	Title:  	Vice President 	 
	 











 



11

	 	 	 	 	 
	 	LIBERTY STREET FUNDING LLC, as a CP Conduit Purchaser

 
	 
	 	By:  	/s/ Jill A. Russo
 	 
	 	 	Name:  	Jill A. Russo 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE BANK OF NOVA SCOTIA, as an APA Bank

 	 
	 	By:  	/s/ Michael Eden
 	 
	 	 	Name:  	Michael Eden 	 
	 	 	Title:  	Director 	 
	 











 



12

	 	 	 	 	 
	 	PARADIGM FUNDING, LLC, as a CP Conduit Purchaser

 	 
	 	By:  	/s/ Doris J. Hearn
 	 
	 	 	Name:  	Doris J. Hearn 	 
	 	 	Title:  	Vice President 	 
	 
	 	WESTLB AG, NEW YORK BRANCH, as an APA Bank

 	 
	 	By:  	/s/ Jon Hellbusch
 	 
	 	 	Name:  	Jon Hellbusch 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Michael Gilhuley
 	 
	 	 	Name:  	Michael Gilhuley 	 
	 	 	Title:  	Associate Director 	 
	 











 



13

	 	 	 	 	 
	 	ATLANTIC
ASSET SECURITIZATION LLC, as a CP
Conduit Purchaser

 
	 
	 	By:  	/s/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Sam Pilcer
 	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CALYON NEW YORK BRANCH, as an APA Bank

 	 
	 	By:  	/s/ Kostantina Kourmpetis
 	 
	 	 	Name:  	Kostantina Kourmpetis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                                             /s/ Sam Pilcer
 	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director 	 
	 











 



14

	 	 	 	 	 
	 	THAMES ASSET GLOBAL SECURITIZATION NO. 1 INC., as a CP Conduit Purchaser

 
	 
	 	By:  	/s/ Louise E. Colby
 	 
	 	 	Name:  	Louise E. Colby 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE ROYAL BANK OF SCOTLAND, NEW YORK BRANCH, as an APA Bank

 
	 
	 	By:  	/s/ Angela Perry
 	 
	 	 	Name:  	Angela Perry 	 
	 	 	Title:  	Managing Director 	 
	 


















 





EXHIBIT C

TO FOURTH AMENDMENT

TO SERIES 2006-1

INDENTURE SUPPLEMENT




Chesapeake Funding LLC

940 Ridgebrook Road

Sparks, Maryland 21152





February 26, 2009




Third Amended and Restated Series 2006-1 Indenture Supplement Fee Letter




JPMorgan Chase Bank, N.A.

10 South Dearborn, IL1-0597

Chicago, Illinois 60670




Ladies and Gentlemen:




     Reference is hereby made to the Series 2006-1 Indenture Supplement, dated as of March 7, 2006,
as amended by the First Amendment thereto, dated as of March 6, 2007, the Second Amendment thereto,
dated as of February 28, 2008, the Third Amendment thereto, dated as of December 17, 2008, and the
Fourth Amendment thereto dated as of the date hereof (as further amended or supplemented from time
to time, the “Series 2006-1 Indenture Supplement”), among Chesapeake Funding LLC, as the
issuer (the “Issuer”), PHH Vehicle Management Services, LLC, as administrator, JPMorgan
Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent (the “Administrative
Agent”), the CP Conduit Purchasers, APA Banks and Funding Agents named therein and The Bank of
New York Mellon (formerly known as The Bank of New York), as successor to JPMorgan Chase Bank, N.
A., as indenture trustee (the “Indenture Trustee”), to the Amended and Restated Base
Indenture, dated as of December 17, 2008, between the Issuer and the Indenture Trustee.
Capitalized terms used but not defined herein are used with the meanings assigned to them in the
Series 2006-1 Indenture Supplement.



     This Fee Letter sets forth (i) the definitions of Applicable Margin, Commitment Fee Rate and
Program Fee Rate used in the Series 2006-1 Indenture Supplement and (ii) the fees to be paid by the
Issuer to the Administrative Agent on behalf of each Purchaser Group on the date hereof.



     The following terms shall have the following meanings:




     “Applicable Margin” means on any date of determination, [***]% per annum;
provided, however that after the occurrence of an Amortization Event or a Potential
Amortization Event, the Applicable Margin shall equal [***]% per annum.





 




[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.










 



16





     “Commitment Fee Rate” means [***]% per annum.




     “Program Fee Rate” means [***]% per annum.



     On the date hereof, the Issuer shall pay to the Administrative Agent on behalf of each
Purchaser Group an amount equal to [***]% of the Maximum Purchaser Group Invested Amount with
respect to such Purchaser Group.



     Once paid, the fees or any part thereof payable hereunder shall not be refundable under any
circumstances. All fees payable hereunder shall be paid in immediately available funds and shall
be in addition to reimbursement of the reasonable out-of-pocket expenses of each Purchaser Group.



     It is understood and agreed that this Fee Letter shall not constitute or give rise to any
obligation to provide any financing; such an obligation will arise only to the extent provided in
the Series 2006-1 Indenture Supplement. This Fee Letter may not be amended or waived except by an
instrument in writing signed by the Issuer and each of the undersigned parties. This Fee Letter
shall be governed by, and construed and interpreted in accordance with, the laws of the State of
New York. This Fee Letter may be executed in any number of counterparts, each of which shall be an
original, and all of which, when taken together, shall constitute one agreement. Delivery of an
executed signature page of this Fee Letter by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.




 




[***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.











 



17



















     Please confirm that the foregoing is our mutual understanding by signing and returning to us
an executed counterpart of this Fee Letter.



	 	 	 	 	 
	 	Very truly yours,





CHESAPEAKE FUNDING LLC

 	 
	 	By:  	/s/ Mark E. Johnson
 	 
	 	 	Name:  	Mark E. Johnson 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



Accepted and agreed to as of

the date first written above by:




	 	 	 	 	 
	 	PHH VEHICLE MANAGEMENT SERVICES, LLC,

as Administrator

 	 
	 	By:  	/s/ Mark E. Johnson
 	 
	 	 	Name:  	Mark E. Johnson 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as 

Administrative Agent

 	 
	 	By:  	/s/ Marquis Gilmore
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as 

Funding Agent

 	 
	 	By:  	/s/ Marquis Gilmore
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 









 



18


	 	 	 	 	 
	 	CITICORP NORTH AMERICA, INC., as Funding Agent

 	 
	 	By:  	/s/ Steven Vierengel
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	WACHOVIA BANK, NATIONAL

ASSOCIATION, as Funding Agent

 	 
	 	By:  	/s/ Kevin McConnell
 	 
	 	 	Name:  	Kevin McConnell 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION, as

Funding Agent

 	 
	 	By:  	/s/ Leif E. Rauer
 	 
	 	 	Name:  	Leif E. Rauer 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE BANK OF NOVA SCOTIA, as Funding Agent

 	 
	 	By:  	/s/ Michael Eden
 	 
	 	 	Name:  	Michael Eden 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH, as Funding Agent

 	 
	 	By:  	/s/ Jon Hellbusch
 	 
	 	 	Name:  	Jon Hellbusch 	 
	 	 	Title:  	Executive Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Michael Gilhuley
 	 
	 	 	Name:  	Michael Gilhuley 	 
	 	 	Title:  	Associate Director 	 










 



19


	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC, 

as Funding Agent





By Greenwich Capital Markets, Inc., as Agent

 	 
	 	By:  	/s/ Michael Zappaterrini
 	 
	 	 	Name:  	Michael Zappaterrini 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	CALYON NEW YORK BRANCH, as Funding Agent

 	 
	 	By:  	/s/ Sam Pilcer
 	 
	 	 	Name:  	Sam Pilcer 	 
	 	 	Title:  	Managing Director

	 
	 	By:  	/s/ Kostantina Kourmpetis	 
	 	 	Name:  	Kostantina Kourmpetis	 
	 	 	Title:  	Managing Director