This excerpt taken from the PNC 8-K filed Apr 3, 2009.
This Assignment is made pursuant to the terms of Section 306 of the Fifth Supplemental Indenture, dated as of March 31, 2009, as amended from time to time, between The Bank of New York Mellon, as Trustee (the Representative), acting on behalf of the holders of the Notes issued under the Indenture who have not opted out of representation by the Representative (the Holders) (with those Holders of Securities who have opted out of representation by the Representative being the Unrepresented Holders), PNC Funding Corp. (the Issuer) and The PNC Financial Services Group, Inc. with respect to the debt obligations of the Issuer that are guaranteed under the Debt Guarantee Program. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Indenture.
For value received, [the Representative, on behalf of the Holders] [OR] [the Unrepresented Holders] (the Assignor), hereby assigns to the Federal Deposit Insurance Corporation (the FDIC), without recourse, all of the Assignors respective rights, title and interest in and to: (a) the Floating Rate Senior Notes due April 1, 2012 (the Notes); (b) the Indenture, dated as of December 1, 1991, as amended and supplemented by a First Supplemental Indenture, dated as of February 15, 1993, as amended and supplemented by a Second Supplemental Indenture, dated February 15, 2000, as amended and supplemented by a Third Supplemental Indenture, dated as of December 19, 2008, as amended and supplemented by a Fourth Supplemental Indenture, dated as of December 19, 2008 and as amended and supplemented by a Fifth Supplemental Indenture dated as of March 31, 2009 by and among the Company, the Guarantor and the Trustee (collectively, the Indenture); and (c) any other instrument or agreement executed by the Issuer regarding obligations of the Issuer under the Notes or the Indenture (collectively, the Assignment).
The Assignor hereby certifies that:
1. Without the FDICs prior written consent, the Assignor has not:
(a) agreed to any material amendment of the Notes or the Indenture or to any material deviation from the provisions thereof; or
(b) accelerated the maturity of the Notes.
[Instructions to the Assignor: If the Assignor has not assigned or transferred any interest in the Note and related documentation, such Assignor must include the following representation.]
2. The Assignor has not assigned or otherwise transferred any interest in the Notes or the Indenture;
[Instructions to the Assignor: If the Assignor has assigned a partial interest in the Notes and related documentation, the Assignor must include the following representation.]
2. The Assignor has assigned part of its rights, title and interest in the Notes to pursuant to the agreement, dated as of , 20 , between , as assignor, and , as assignee, an executed copy of which is attached hereto.
The Assignor acknowledges and agrees that this Assignment is subject to the Indenture and to the following:
1. In the event the Assignor receives any payment under or related to the Notes or the Indenture from a party other than the FDIC (a Non-FDIC Payment):
(a) after the date of demand for a guarantee payment on the FDIC pursuant to 12 CFR Part 370, but prior to the date of the FDICs first guarantee payment under the Indenture pursuant to 12 CFR Part 370, the Assignor shall promptly but in no event later than five (5) Business Days after receipt notify the FDIC of the date and the amount of such Non-FDIC Payment and shall apply such payment as payment made by the Issuer, and not as a guarantee payment made by the FDIC, and therefore, the amount of such payment shall be excluded from this Assignment; and
(b) after the FDICs first guarantee payment under the Indenture, the Assignor shall forward promptly to the FDIC such Non-FDIC Payment in accordance with the payment instructions provided in writing by the FDIC.
2. Acceptance by the Assignor of payment pursuant to the Debt Guarantee Program on behalf of the Holders shall constitute a release by such Holders of any liability of the FDIC under the Debt Guarantee Program with respect to such payment.
The Person who is executing this Assignment on behalf of the Assignor hereby represents and warrants to the FDIC that he/she/it is duly authorized to do so.
IN WITNESS WHEREOF, the Assignor has caused this instrument to be executed and delivered this day of , 20 .
Consented to and acknowledged by this day of , 20 :