Exhibit 10.3
▇.▇. ▇▇▇▇▇▇▇▇ TRUST
SOLD SUBI SUPPLEMENT 1999-1B
TO ORIGINATION TRUST AGREEMENT
among
RAVEN FUNDING LLC,
as Settlor and Initial Beneficiary
PHH VEHICLE MANAGEMENT SERVICES LLC,
as UTI Trustee and Servicer
and
WILMINGTON TRUST COMPANY,
as Delaware Trustee and SUBI Trustee
Dated as of June 30, 1999
TABLE OF CONTENTS
Page
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
PART X DEFINITIONS; THIRD-PARTY BENEFICIARIES . . . . . . . . . . . . . . . 3
Section 10.1. Definitions . . . . . . . . . . . . . . . . . . . . . 3
Section 10.2. Rights in Respect of 1999-1B Sold SUBI . . . . . . . 3
PART XI CREATION OF THE 1999-1B SOLD SUBI . . . . . . . . . . . . . . . . . 3
Section 11.1. Initial Creation of the 1999-1B Sold SUBI Portfolio and
the 1999-1B Sold SUBI . . . . . . . . . . . . . . . 3
Section 11.2. [Reserved.] . . . . . . . . . . . . . . . . . . . . . 4
Section 11.3. Issuance and Form of the 1999-1B Sold SUBI Certificates 4
Section 11.4. Filings; Termination of 1999-1B Sold SUBI; Related
Matters . . . . . . . . . . . . . . . . . . . . . . 5
Section 11.5. Acceptance by SUBI Trustee . . . . . . . . . . . . . . 5
Section 11.6. Representations and Warranties of SUBI Trustee . . . . 6
Section 11.7. Merger and Consolidation of Origination Trustees . . . 7
PART XII ORIGINATION TRUST FEES AND EXPENSES . . . . . . . . . . . . . . . . 7
Section 12.1. Origination Trust Fees and Expenses . . . . . . . . . 7
PART XIII ASSIGNMENT OF THE CLASS X 1999-1B SOLD SUBI . . . . . . . . . . . 7
Section 13.1. Assignment . . . . . . . . . . . . . . . . . . . . . . 7
PART XIV MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . 8
Section 14.1. Amendment, Etc . . . . . . . . . . . . . . . . . . . . 8
Section 14.2. Control . . . . . . . . . . . . . . . . . . . . . . . 8
Section 14.3. Governing Law . . . . . . . . . . . . . . . . . . . . 9
Section 14.4. Notices . . . . . . . . . . . . . . . . . . . . . . . 9
Section 14.5. Severability of Provisions . . . . . . . . . . . . . . 10
Section 14.6. Effect of 1999-1B Sold SUBI Supplement on Origination
Trust Agreement and Transaction Documents . . . . . 10
Section 14.7. Series Liability . . . . . . . . . . . . . . . . . . . 11
Section 14.8. No Petition: Release of Claims . . . . . . . . . . . . 11
Schedule I - Description of SUBI 1991B Assets and Obligors
Exhibit A-1 - Form of Class X 1999-1B Sold SUBI Certificate
Exhibit 2 - Form of Class Y 1999-1B Sold SUBI Certificate
Exhibit B - Form of Reallocation Notice
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SOLD SUBI SUPPLEMENT 1999-1B
TO ORIGINATION TRUST AGREEMENT
THIS SOLD SUBI SUPPLEMENT 1999-1B TO ORIGINATION TRUST AGREEMENT
(the "Sold SUBI Supplement") is dated and effective as of June 30, 1999,
among RAVEN FUNDING LLC ("SPV" or, in its capacity as settlor, the "Settlor",
or in its capacity as initial beneficiary, the "Initial Beneficiary"), PHH
VEHICLE MANAGEMENT SERVICES LLC, a Delaware limited liability company,
("VMS"), as UTI Trustee (in such capacity, together with any successor or
permitted assign, the "UTI Trustee") and as Servicer (in such capacity,
together with any successor or permitted assign, the "Servicer") and
WILMINGTON TRUST COMPANY, as Delaware Trustee (in such capacity, together
with any successor or permitted assign, the "Delaware Trustee"), and as
trustee with respect to the Sold SUBI (in such capacity, together with any
successor or permitted assign, the "SUBI Trustee"; together with the UTI
Trustee and the Delaware Trustee, the "Origination Trustees").
RECITALS
A. The Settlor, the UTI Trustee and the Delaware Trustee have
entered into that certain Amended and Restated Origination Trust Agreement
dated as of June 30, 1999 (as modified, supplemented or amended from time to
time, the "Origination Trust Agreement") pursuant to which the Settlor
continued ▇.▇. ▇▇▇▇▇▇▇▇ Trust, formerly a Maryland common law trust, as a
Delaware business trust (the "Origination Trust"), for the purpose of acting
as agent and nominee owner of various Trust Assets in accordance with the
Origination Trust Agreement.
B. The Origination Trust, the Settlor and VMS, as Servicer, also
have entered into that certain Servicing Agreement dated as of June 30, 1999
(as modified, supplemented or amended from time to time, the "Servicing
Agreement"), which provides, among other things, for the servicing of the
Trust Assets by the Servicer.
C. The Origination Trust Agreement contemplates that, from time
to time, the UTI Trustee, on behalf of the Origination Trust and at the
direction of the Initial Beneficiary, will identify and allocate on the
Origination Trust's books and records certain Trust Assets from the Undivided
Trust Interest to separate SUBI Portfolios (as defined in the Origination
Trust Agreement) and create and issue Certificates to the Initial Beneficiary
representing separate special units of beneficial interest in the Origination
Trust or "SUBIs" (as defined in the Origination Trust Agreement), the
beneficiary or beneficiaries of which generally will hold undivided
beneficial interests in the related SUBI Portfolios (as defined in the
Origination Trust Agreement), all as set forth in the Origination Trust
Agreement.
D. The parties hereto desire to supplement the terms of the
Origination Trust Agreement (i) to cause the UTI Trustee to identify and
allocate Trust Assets to a SUBI Portfolio (the "1999-1B Sold SUBI
Portfolio"), and (ii) to create and issue to the Initial Beneficiary a SUBI
Certificate (as defined in the Origination Trust Agreement) (such SUBI
Certificate, together with any replacements thereof, the "Class X 1999-1B
Sold SUBI Certificate"), and a SUBI Certificate (such SUBI Certificate,
together with any replacements thereof, the "Class Y 1999-1B Sold SUBI
Certificate", and together with the Class X 1999-1B Sold SUBI Certificate,
the "1999-1B Sold SUBI Certificates"), that will evidence the entire and
exclusive beneficial interest in the related SUBI (the "1999-1B Sold SUBI"),
and (iii) to set forth the terms and conditions thereof.
E. Concurrently herewith, the Initial Beneficiary, the UTI
Trustee, the Servicer, the Delaware Trustee and the SUBI Trustee are entering
into a separate SUBI supplement (the "1999-1A SUBI Supplement") to create and
issue to SPV a separate SUBI Certificate (the "1999-1A SUBI Certificate").
The 1999-1A SUBI Certificate evidences the entire and exclusive ownership
interest in a separate SUBI consisting of Trust Vehicles, Leases and related
Trust Assets. The 1999-1B Sold SUBI represents the entire and exclusive
ownership interest in the Fleet Receivables and related Trust Assets.
F. Concurrently herewith, SPV is transferring all of its right,
title and interest in and to the portion of the 1999-1B Sold SUBI,
represented by the Class X 1999-1B Sold SUBI Certificate, the Class X 1999-1B
Sold SUBI Certificate, the 1999-1A SUBI and the 1999-1A SUBI Certificate to
the Issuer pursuant to the Transfer Agreement.
G. Issuer will issue (i) debt securities pursuant to an Indenture
dated as of June 30, 1999 (the "Indenture") between the Issuer and The Chase
Manhattan Bank, as indenture trustee (the "Indenture Trustee"), and (ii)
preferred membership interests in the Issuer pursuant to the LLC Agreement
and will use the proceeds thereof on the date hereof to satisfy certain
claims on the Trust Assets allocated to the 1999-1A Sold SUBI and to make a
distribution to the Initial Beneficiary and thereafter will use the proceeds
thereof to fund the acquisition of subsequent additions to the Trust Assets
allocated to the 1999-1A Sold SUBI.
H. Also concurrently herewith, the Origination Trust, the Settlor
and the Servicer are entering into that certain 1999-1 Sold SUBI Supplement
to Servicing Agreement (the "1999-1 Sold SUBI Servicing Supplement") pursuant
to which, among other things, the terms of the Servicing Agreement will be
supplemented insofar as they apply to the Trust Assets allocated to the
1999-1A Sold SUBI and the 1999-1B Sold SUBI, providing for specific servicing
obligations that will benefit the Issuer, as the holder of the Class X
1999-1B Sold SUBI Certificate and the 1999-1A SUBI Certificate and SPV, as
the holder of the Class Y 1999-1B Sold SUBI Certificate and related matters.
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PART X
DEFINITIONS; THIRD-PARTY BENEFICIARIES
Section 10.1. Definitions. For all purposes of this 1999-1B Sold
SUBI Supplement, except as otherwise provided or unless the context otherwise
requires, (a) all capitalized terms used herein which are not defined herein
and which are defined in the Origination Trust Agreement shall have the
meanings attributed to them by the Origination Trust Agreement, (b) all
capitalized terms used herein which are not defined herein or in the
Origination Trust Agreement and which are defined in the Indenture shall have
the meanings attributed to them by the Indenture, (c) all references to words
such as "herein," "hereof" and the like shall refer to this 1999-1B Sold SUBI
Supplement as a whole and not to any particular article or section within
this 1999-1B Sold SUBI Supplement, (d) the term "include" and all variations
thereon shall mean "include without limitation", and (e) the term "or" shall
include "and/or".
Section 10.2. Rights in Respect of 1999-1B Sold SUBI. The holder
and pledgees of the Sold SUBI Certificates (including the SPV, the Issuer and
the Indenture Trustee, on behalf of the Investor Noteholders) and their
respective successors and permitted assigns are third-party beneficiaries of
the Origination Trust Agreement and this 1999-1B Sold SUBI Supplement,
insofar as they apply to the 1999-1B Sold SUBI and said holders or pledgees.
Therefore, to that extent, references in the Origination Trust Agreement and
herein to the ability of any "holder of a SUBI Certificate", "pledgee or
assignee of a SUBI Certificate" or the like to take any action shall be
deemed to refer to, in the case of the Class X 1999-1B Sold SUBI Certificate,
the Issuer acting with the consent or upon the instruction of the Indenture
Trustee during such time as any Investor Note shall remain outstanding and,
if no Investor Notes remain outstanding, shall be deemed to refer to the
Issuer acting in accordance with the LLC Agreement or, in the case of the
Class Y 1999-1B Sold SUBI Certificate, SPV.
PART XI
CREATION OF THE 1999-1B SOLD SUBI
Section 11.1. Initial Creation of the 1999-1B Sold SUBI Portfolio
and the 1999-1B Sold SUBI. (a) Pursuant to Section 4.2(a) of the
Origination Trust Agreement, the Initial Beneficiary hereby directs the UTI
Trustee to identify and allocate or cause to be identified and allocated on
the books and records of the Origination Trust a separate portfolio of SUBI
Assets (the "1999-1B Sold SUBI Portfolio") consisting of an ownership
interest in all Trust Assets consisting of Fleet Receivables, the Trust's
rights under the Receivables Purchase Agreement and all Trust Assets to the
extent related thereto, including, without limitation, the Initial
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Beneficiary's rights under the Contribution Agreement and the Asset Sale
Agreement related thereto (the "1999-1B Sold SUBI Assets").
(b) Also pursuant to Section 4.2(a) of the Origination Trust
Agreement, the UTI Trustee hereby creates a SUBI which shall be known as the
"1999-1B Sold SUBI" and which shall represent an exclusive and specific
beneficial interest solely in the 1999-1B Sold SUBI Portfolio.
(c) As required by Section 4.2(d) of the Origination Trust
Agreement, the SPV has appointed Wilmington Trust Company as the SUBI Trustee
for the 1999-1B Sold SUBI and the 1999-1B Sold SUBI Portfolio.
Section 11.2. [Reserved.]
Section 11.3. Issuance and Form of the 1999-1B Sold SUBI
Certificates. (a) The 1999-1B Sold SUBI shall be represented by a Class X
1999-1B Sold SUBI Certificate and a Class Y 1999-1B Sold SUBI Certificate
which, collectively shall represent the entire and exclusive beneficial
interest in the 1999-1B Sold SUBI and the 1999-1B Sold SUBI Portfolio, as
further set forth herein. The 1999-1B Sold SUBI Certificates shall be
substantially in the form of Exhibit A attached hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required by
this Sold SUBI Supplement and may have such letters, numbers or other marks
of identification and such legends and endorsements placed thereon as may,
consistently herewith and with the Origination Trust Agreement, be directed
by the Initial Beneficiary. Any portion of the 1999-1B Sold SUBI
Certificates may be set forth on the reverse thereof. The 1999-1B Sold SUBI
Certificates shall be printed, lithographed, typewritten, photocopied or
otherwise produced or may be produced in any other manner as may,
consistently herewith and with the Origination Trust Agreement, be determined
by the Initial Beneficiary.
(b) As required by Section 4.2(b) of the Origination Trust
Agreement, the 1999-1B Sold SUBI Certificates shall contain an express
written release and subordination of any claim by any holder thereof to any
proceeds or assets of the Origination Trust other than those from time to
time included within the 1999-1B Sold SUBI Portfolio.
(c) The Class X 1999-1B Sold SUBI Certificate represents the right
to the Class X 1999-1B Invested Amount and the Class Y 1999-1B Sold SUBI
Certificate represents the right to the Class Y 1999-1B Invested Amount,
after the holder of the Class X 1999-1B Sold SUBI Certificate shall have
received the Class X 1999-1B Invested Amount. For the purposes of this
1999-1B Sold SUBI Supplement, (i) "Class X 1999-1B Invested Amount" means for
each Monthly Period, an amount equal to the lesser of (x) $80,000,000 and (y)
the Aggregate Receivables Amount as of the close of business on the first day
of such Monthly Period, (ii) "Class Y 1999-1B Invested Amount" means, for any
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Monthly Period, an amount equal to the excess, if any, of (x) the Aggregate
Receivables Amount as of the close of business on the first day of such
Monthly Period over (y) $80,000,000, and (iii) the "Aggregate Receivables
Amount" as of any date is equal to the sum for all Eligible Receivables held
by the Trust on such date of the amounts owing by the Obligors thereunder as
of such date. A list identifying the Obligors with respect to the Fleet
Receivables as of June, 24, 1999 is attached hereto as Schedule I. The UTI
Trustee hereby identifies and allocates as 1999-1B Sold SUBI Assets such
portfolio of SUBI Assets, such SUBI Assets to be identified on the books and
accounts of the Origination Trust as belonging exclusively to the 1999-1B
Sold SUBI Portfolio.
Section 11.4. Filings; Termination of 1999-1B Sold SUBI; Related
Matters. (a) The Settlor, the UTI Trustee and the SUBI Trustee will
undertake all other and future actions and activities as may be required by
the Servicer to perfect (or evidence) and confirm the foregoing allocations
of 1999-1B SUBI Assets to the 1999-1B Sold SUBI Portfolio, including filing
or causing to be filed UCC financing statements and executing and delivering
all related filings, documents or writings as may be deemed reasonably
necessary by the Servicer hereunder or under any of the Transaction Documents
and as are presented to them in final execution form. The Settlor hereby
irrevocably makes and appoints each of the SUBI Trustee and the Servicer, and
any of their respective officers, employees or agents, as the true and lawful
attorney-in-fact of the Settlor (which appointment is coupled with an
interest and is irrevocable) with power to sign on behalf of the Settlor any
financing statements, continuation statements, security agreements,
mortgages, assignments, affidavits, letters of authority, notices or similar
documents necessary or appropriate to be executed or filed pursuant to this
Section.
(b) If all of the 1999-1B Sold SUBI Assets have been liquidated
into cash and all of such cash shall have been distributed in accordance with
the 1999-1 Sold SUBI Servicing Supplement, then at the direction of the
Initial Beneficiary the 1999-1B Sold SUBI shall be terminated and the 1999-1B
Sold SUBI Certificates shall be returned to the SUBI Trustee and canceled
thereby and all 1999-1B Sold SUBI Assets shall be allocated to the UTI.
Section 11.5. Acceptance by SUBI Trustee. The SUBI Trustee shall
have the rights, powers and duties set forth herein and in the Origination
Trust Agreement with respect to the 1999-1B Sold SUBI. Pursuant to Section
3.1(c) of the Origination Trust Agreement, the SUBI Trustee hereby accepts
its appointment as SUBI Trustee with respect to the 1999-1B Sold SUBI
hereunder and agrees to act as a trustee of the Origination Trust for the
benefit of the holder or holders of each 1999-1B Sold SUBI Certificates in
accordance with the terms of this 1999-1B Sold SUBI Supplement and the
Origination Trust Agreement. The Class X 1999-1B Sold SUBI Certificate shall
be initially registered in the name of the Issuer and the Class Y 1999-1B
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Sold SUBI Certificate shall be initially registered in the name of the
Initial Beneficiary.
Section 11.6. Representations and Warranties of SUBI Trustee. The
SUBI Trustee hereby makes the following representations and warranties on
which the Settlor and Initial Beneficiary, each of their permitted assignees
and pledgees, and each pledgee or holder of the 1999-1B Sold SUBI
Certificates may rely:
(a) Organization and Good Standing. The SUBI Trustee is a banking
corporation, duly organized, validly existing and in good standing under
the laws of the State of Delaware.
(b) Power and Authority. The SUBI Trustee has full power,
authority and right to execute, deliver and perform this 1999-1B Sold
SUBI Supplement and has taken all necessary action to authorize the
execution, delivery and performance by it of this 1999-1B Sold SUBI
Supplement.
(c) Due Execution. This 1999-1B Sold SUBI Supplement has been
duly executed and delivered by the SUBI Trustee, and this 1999-1B Sold
SUBI Supplement and the Origination Trust Agreement are legal, valid and
binding instruments enforceable against the SUBI Trustee in accordance
with their respective terms, except as such enforceability may be
limited by bankruptcy, insolvency and other similar laws relating to the
enforcement of creditors' rights generally and to general principles of
equity.
(d) No Conflict. Neither the execution and delivery of this
1999-1B Sold SUBI Supplement nor the consummation of the transactions
herein contemplated, nor compliance with the provisions hereof, will
conflict with or result in a breach of, or constitute a default (with
notice or passage of time or both) under any provision of any law,
governmental rule, regulation, judgment, decree or order of any
Governmental Authority in the State of Delaware binding on the SUBI
Trustee or the charter or bylaws of the SUBI Trustee or any provision of
any mortgage, indenture, contract, agreement or other instrument to
which the SUBI Trustee is a party or by which it is bound. No consent,
approval or authorization of, or filing, registration or qualification
with, or the giving of notice or the taking of any other action with
respect to, any Governmental Authority of the State of Delaware is
required on the part of the SUBI Trustee in connection with the
execution, delivery and performance by the SUBI Trustee of the
Origination Trust Agreement, the Servicing Agreement, the 1999-1 Sold
SUBI Servicing Supplement and this 1999-1B Sold SUBI Supplement.
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(e) Location of Records. The office where the SUBI Trustee keeps
its records concerning the transactions contemplated hereby is located
at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇.
Section 11.7. Merger and Consolidation of Origination Trustees.
Each Origination Trustee shall give notice to the Initial Beneficiary, the
Servicer, SPV, the Issuer, and the Indenture Trustee within 30 days after
effecting any merger, consolidation, or other transaction set forth in
Section 6.5 of the Origination Trust Agreement.
PART XII
ORIGINATION TRUST FEES AND EXPENSES
Section 12.1. Origination Trust Fees and Expenses.
Notwithstanding Sections 5.5, 6.8 or 7.1 or any other provision of the
Origination Trust Agreement, the rights of the Origination Trustees to
receive fees or be indemnified or reimbursed for expenses incurred in
connection with or allocated to the 1999-1B Sold SUBI out of the 1999-1B Sold
SUBI Assets shall be paid by the Servicer pursuant to Section 7.5 of the
1999-1 Sold SUBI Servicing Supplement.
PART XIII
ASSIGNMENT OF THE CLASS X 1999-1B SOLD SUBI
Section 13.1. Assignment. The parties to this 1999-1B Sold SUBI
Supplement hereby acknowledge and consent to (i) the transfer, pledge,
assignment by SPV to the Issuer pursuant to the Transfer Agreement of all of
the SPV's right, title and interest in and to the portion of 1999-1B Sold
SUBI, represented by the Class X 1999-1B Sold SUBI Certificate, and the Class
X 1999-1B Sold SUBI Certificate and (ii) the pledge, assignment and grant of
a security interest by the Issuer to the Indenture Trustee for the benefit of
the Investor Noteholders pursuant to the Indenture of all of the Issuer's
right, title and interest in and to the portion of 1999-1B Sold SUBI,
represented by the Class X 1999-1B Sold SUBI Certificate, and the Class X
1999-1B Sold SUBI Certificate. The parties to this 1999-1B Sold SUBI
Supplement hereby acknowledge and agree that the SPV shall be prohibited from
transferring any of its right, title and interest in and to the portion of
1999-1B Sold SUBI, represented by the Class Y 1999-1B Sold SUBI Certificate,
to any Person.
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PART XIV
MISCELLANEOUS PROVISIONS
Section 14.1. Amendment, Etc. (a) Notwithstanding Section 9.1 of
the Origination Trust Agreement, the Origination Trust Agreement, as
supplemented by this 1999-1B Sold SUBI Supplement, to the extent that it
deals solely with the 1999-1B Sold SUBI and the 1999-1B Sold SUBI Portfolio,
may be amended only in accordance with this Section 14.1.
(b) The Origination Trust Agreement or this 1999-1B Sold SUBI
Supplement may be amended by SPV with the consent of the Origination
Trustees, but without the consent of any other Person, to correct any
inconsistency or cure any ambiguity or errors in the Origination Trust
Agreement or this 1999-1B Sold SUBI Supplement only in a manner which would
have no adverse effect on any holder of 1999-1B Sold SUBI Certificate or any
pledgee or assignee thereof.
(c) The Origination Trust Agreement or this 1999-1B Sold SUBI
Supplement may be amended in any respect from time to time by SPV, with the
consent of the Origination Trustees (to the extent adversely affected
thereby), each holder of the 1999-1B Sold SUBI Certificates and each pledgee
or assignee thereof.
(d) Prior to the execution of any such amendment or consent, the
Servicer shall furnish at least five (5) Business Days prior written
notification of the substance of such amendment or consent (together with a
copy of the related Opinion of Counsel) to each Rating Agency with respect to
each Series of Investor Notes and each series of Preferred Membership
Interests; provided that the Servicer shall have no obligation to furnish any
such Rating Agency with prior written notice of the substance of any
amendment or consent to the Origination Trust Agreement. No later than ten
(10) Business Days after the execution of any such amendment or consent, the
Servicer shall furnish a copy of such amendment or consent to each Rating
Agency with respect to each Series of Investor Notes and each series of
Preferred Membership Interests, the Issuer and the Indenture Trustee.
(e) Prior to the execution of any amendment to the Origination
Trust Agreement or this 1999-1B Sold SUBI Supplement, the Issuer and the
Indenture Trustee shall be entitled to receive and conclusively rely upon an
Opinion of Counsel stating that the execution of such amendment is authorized
or permitted by the Origination Trust Agreement or this 1999-1B Sold SUBI
Supplement and that all conditions precedent to the execution and delivery of
such amendment have been satisfied.
Section 14.2. Control. The Initial Beneficiary hereby agrees
that, so long as Class X 1999-1B Invested Amount is greater than zero, the
holder of the Class Y 1999-1B Certificate, or its pledgee, shall have no
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right to control the exercise of all rights, remedies, powers, interests and
privileges in respect of the 1999-1B Sold SUBI Portfolio.
Section 14.3. Governing Law. THIS 1999-1B SOLD SUBI SUPPLEMENT
SHALL BE CREATED UNDER AND GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS
OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAWS.
Section 14.4. Notices. The notice provisions of Section 9.3 of
the Origination Trust Agreement shall apply equally to this 1999-1B Sold SUBI
Supplement. All demands, notices and communications under this 1999-1B Sold
SUBI Supplement or the Origination Trust Agreement shall be in writing and
shall be delivered or mailed by registered or certified first class United
States mail, postage prepaid, return receipt requested; hand delivery;
prepaid courier service; or telecopier, and;
(i) if to the SUBI Trustee, addressed to:
Wilmington Trust Company
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Corporate Trust Administration
(at Telecopier No. 302-651-8882)
or at such other address as shall be designated by such Person to the
other parties hereto;
(ii) if to the Initial Beneficiary, addressed to:
RAVEN FUNDING LLC
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
(at Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇)
or at such other address as shall be designed by the holders of the
1999-1B Sold SUBI Certificates to the other parties hereto; and
(iii) if to the Indenture Trustee, addressed to:
The Chase Manhattan Bank
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Capital Markets Fiduciary Services
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(iv) if to the Issuer, addressed to:
Greyhound Funding, LLC
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
(at Telecopier No. (▇▇▇) ▇▇▇-▇▇▇▇)
or at such other address as shall be designated by such Person to the
parties hereto.
Section 14.5. Severability of Provisions. If any one or more of
the covenants, agreements, provisions or terms of this 1999-1B Sold SUBI
Supplement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this 1999-1B Sold
SUBI Supplement and shall in no way affect the validity or enforceability of
the other provisions of this 1999-1B Sold SUBI Supplement or of the 1999-1B
Sold SUBI Certificates or the rights of the holders thereof. To the extent
permitted by law, the parties hereto waive any provision of law that renders
any provision of this 1999-1B Sold SUBI Supplement invalid or unenforceable
in any respect.
Section 14.6. Effect of 1999-1B Sold SUBI Supplement on
Origination Trust Agreement and Transaction Documents. (a) Except as
otherwise specifically provided herein: (i) the parties shall continue to be
bound by all provisions of the Origination Trust Agreement; and (ii) the
provisions set forth herein shall operate either as additions to or
modifications of the obligations of the parties under the Origination Trust
Agreement, as the context may require. In the event of any conflict between
the provisions of this 1999-1B Sold SUBI Supplement and the Origination Trust
Agreement with respect to the 1999-1B Sold SUBI, the provisions of this
1999-1B Sold SUBI Supplement shall prevail.
(b) For purposes of determining the parties' obligations under
this Sold SUBI Supplement with respect to the 1999-1B Sold SUBI, general
references in the Origination Trust Agreement to: (i) the SUBI Portfolio
shall be deemed to refer more specifically to the 1999-1B Sold SUBI
Portfolio; (ii) the SUBI Supplement shall be deemed to refer more
specifically to this 1999-1B Sold SUBI Supplement; and (iii) the SUBI
Servicing Agreement Supplement shall be deemed to refer more specifically to
the 1999-1 Sold SUBI Servicing Supplement.
(c) Anything contained in the Origination Trust Agreement to the
contrary notwithstanding (including, without limitation, Section 5.5
thereof), no Origination Trustee that is an Affiliate of VMS shall be
entitled to any indemnification out of any 1999-1B Sold SUBI Assets for any
-10-
matter for which VMS or any Affiliate of VMS shall have indemnified SPV or
shall otherwise be responsible under the Transaction Documents.
Section 14.7. Series Liability. Each party hereto represents,
warrants and covenants (and each holder or pledgee of the 1999-1B Sold SUBI,
by virtue of its acceptance of such Sold SUBI or pledge thereof represents,
warrants and covenants) that (a) the 1999-1B Sold SUBI is a separate series
of the Origination Trust as provided in Section 3806(b)(2) of Chapter 38 of
Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq., (b)(i) the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to the 1999-1B Sold SUBI or the 1999-1B Sold
SUBI Portfolio shall be enforceable against the 1999-1B Sold SUBI Portfolio
only, and not against any other SUBI Assets or the UTI Portfolio and (ii) the
debts, liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to any other SUBI, any other SUBI Portfolio,
the UTI or the UTI Portfolio shall be enforceable against such other SUBI
Portfolio or the UTI Portfolio only, as applicable, and not against any other
SUBI Assets, (c) except to the extent required by law or specified in the
Origination Trust Agreement or in this 19991-1B Sold SUBI Supplement, UTI
Assets or SUBI Assets with respect to any SUBI (other than the 1999-1B Sold
SUBI) shall not be subject to the claims, debts, liabilities, expenses or
obligations arising from or with respect to the 1999-1B Sold SUBI in respect
of such claim, (d)(i) no creditor or holder of a claim relating to assets
allocated to the 1999-1B Sold SUBI or the 1999-1B Sold SUBI Portfolio shall
be entitled to maintain any action against or recover any assets allocated to
the UTI or the UTI Portfolio or any other SUBI or the assets allocated
thereto, and (ii) no creditor or holder of a claim relating to the UTI, the
UTI Portfolio or any SUBI other than the 1999-1B Sold SUBI or any SUBI Assets
other than the 1999-1B Sold SUBI Portfolio shall be entitled to maintain any
action against or recover any assets allocated to the 1999-1B Sold SUBI, and
(e) any purchaser, assignee or pledgee of an interest in the 1999-1B Sold
SUBI, the 1999-1B Sold SUBI Certificate, any other SUBI, any other SUBI
Certificate, the UTI or the UTI Certificate must, prior to or
contemporaneously with the grant of any such assignment, pledge or security
interest, (i) give to the Origination Trust a non-petition covenant
substantially similar to that set forth in Section 6.9 of the Origination
Trust Agreement, and (ii) execute an agreement for the benefit of each
holder, assignee or pledgee from time to time of the UTI or UTI Certificate
and any other SUBI or SUBI Certificate to release all claims to the assets of
the Origination Trust allocated to the UTI and each other SUBI Portfolio and
in the event that such release is not given effect, to fully subordinate all
claims it may be deemed to have against the assets of the Origination Trust
allocated to the UTI Portfolio and each other SUBI Portfolio.
Section 14.8. No Petition; Release of Claims. With respect to
each Special Purpose Entity, each party hereto (and each holder and pledgee
of the 1999-1B Sold SUBI, by virtue of its acceptance of such SUBI or pledge
-11-
thereof) agrees that, prior to the date which is one year and one day after
payment in full of all obligations under each Securitization (i) no party
hereto shall authorize such Special Purpose Entity to commence a voluntary
winding-up or other voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to such Special Purpose Entity or
its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect in any jurisdiction or seeking the appointment of an
administrator, a trustee, receiver, liquidator, custodian or other similar
official with respect to such Special Purpose Entity or any substantial part
of its property or to consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against such Special Purpose Entity, or to make a
general assignment for the benefit of any party hereto or any other creditor
of such Special Purpose Entity, and (ii) none of the parties hereto shall
commence or join with any other Person in commencing any proceeding against
such Special Purpose Entity under any bankruptcy, reorganization, liquidation
or insolvency law or statute now or hereafter in effect in any jurisdiction.
Each of the parties hereto agrees that, prior to the date which is one year
and one day after the payment in full of all obligations under each
Securitization, it will not institute against, or join any other Person in
instituting against, any Special Purpose Entity an action in bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or similar
proceeding under the laws of the United States or any State of the United
States.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Settlor and the Trustees have caused
this 1999-1B Sold SUBI Supplement to be duly executed by their respective
officers as of the day and year first above written.
RAVEN FUNDING LLC, as Settlor and
Initial Beneficiary
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
PHH VEHICLE MANAGEMENT SERVICES LLC,
as UTI Trustee and Servicer
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee and SUBI Trustee
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
-13-
EXHIBIT A-1 TO
1999-1B SOLD SUBI SUPPLEMENT
FORM OF CLASS X 1999-1B SOLD SUBI CERTIFICATE
▇.▇. ▇▇▇▇▇▇▇▇ TRUST
CLASS X 1999-1B SOLD SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
(This Certificate does not represent an obligation of, or an interest
in, PHH Vehicle Management Services LLC or any of its affiliates (other
than the Origination Trust (as defined below))).
Number-1
THIS CERTIFIES THAT GREYHOUND FUNDING LLC is the registered owner
of a 100% nonassessable, fully-paid, exclusive beneficial interest in the
Class X 1999-1B Invested of Amount of the 1999-1B Sold SUBI Portfolio (such
interest, a "1999-1B Sold SUBI Interest"), of ▇.▇. ▇▇▇▇▇▇▇▇ Trust, a Delaware
business trust (the "Origination Trust"), formed by Raven Funding LLC, as
settlor ("SPV" or, in its capacity as settlor thereunder, and, together with
any successor or assign, the "Settlor"), PHH Vehicle Management Services LLC,
as UTI Trustee (the "UTI Trustee") and Servicer, and Wilmington Trust
Company, as Delaware trustee (the "Delaware Trustee"). The Origination Trust
was created pursuant to the Amended and Restated Origination Trust Agreement
dated as of June 30, 1999 (as modified, supplemented, or amended from time to
time, the "Origination Trust Agreement"), among SPV as the Settlor and as the
sole initial beneficiary (in such capacity, and, together with any successor
or permitted assign, the "Initial Beneficiary"), the UTI Trustee and the
Delaware Trustee, as supplemented for purposes hereof by that certain 1999-1B
Sold SUBI Supplement to the Origination Trust Agreement dated as of June 30,
1999 (the "1999-1B Sold SUBI Supplement") among the Settlor, the Initial
Beneficiary, the UTI Trustee, the Delaware Trustee and Wilmington Trust
Company, as the SUBI Trustee. To the extent not otherwise defined herein,
the capitalized terms herein have the meanings set forth in the Agreement.
This Certificate is the duly authorized certificate issued under
the Agreement and the 1999-1B Sold SUBI Supplement dated even date herewith,
and designated as "▇.▇. ▇▇▇▇▇▇▇▇ Trust Class X 1999-1B Sold Special Unit of
Beneficial Interest Certificate" (the "Class X 1999-1B Sold SUBI
Certificate"). This Class X 1999-1B Sold SUBI Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the holder of this Class X 1999-1B Sold SUBI Certificate by
virtue of the acceptance hereof assents and by which such holder is bound.
Also to be issued under the Agreement are various other series of
Certificates, the first designated as "▇.▇. ▇▇▇▇▇▇▇▇ Trust Undivided Trust
Interest Certificates" (the "Undivided Trust Interest Certificates"), and the
others each designated as "▇.▇. ▇▇▇▇▇▇▇▇ Trust Special Unit of Beneficial
Interest Certificates" (the "SUBI Certificates" and, together with the
Undivided Trust Interest Certificates, the "Certificates"). The Undivided
Trust Interest Certificates, taken together, evidence an exclusive, undivided
interest in the assets of the Origination Trust, other than SUBI Assets (each
as defined in the Agreement); each other series of SUBI Certificates, taken
together, will evidence an exclusive undivided interest in a separate SUBI
Portfolio other than the 1999-1B Sold SUBI Portfolio. This Certificate
constitutes a "Security" as such term is defined in the New York Uniform
Commercial Code and the Delaware Uniform Commercial Code.
The Certificates do not represent an obligation of, or an interest
in, the Settlor, any Trustee or any of their respective affiliates (other
than the Origination Trust). A copy of the Agreement may be examined during
normal business hours at the principal office of the Settlor or any Trustee,
and at such other places, if any, designated by the Settlor or any Trustee,
by the holder hereof upon request.
By accepting this Certificate, the holder hereof releases (or fully
subordinates, but only to the extent such release is not given effect) any
claim in respect of this Certificate to any proceeds or assets of the
Origination Trust and to all of the assets of the Origination Trust other
than those from time to time included within the 1999-1B Sold SUBI Portfolio
(the "1999-1B Sold SUBI Assets") and those proceeds or assets derived from or
earned by the 1999-1B Sold SUBI Assets.
Prior to due presentation of this Certificate for registration of a
permitted transfer, the Origination Trustee, the certificate registrar and
any of their respective agents may treat the person or entity in whose name
this Certificate is registered as the owner hereof for the purpose of
receiving distributions and for all other purposes, and, except as provided
for in the Agreement, neither the Origination Trustee, the certificate
registrar nor any such agent shall be affected by any notice to the contrary.
The holder of this Certificate covenants and agrees that prior to
the date which is one year and one day after the date upon which all
obligations under each Securitization have been paid in full, it will not
institute against, or join any other Person in instituting against, the
Origination Trust, the Initial Beneficiary, any Special Purpose Entity, or
any general partner of any Special Purpose Entity that is a partnership, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceedings under any federal or state bankruptcy or similar law.
No bankruptcy, reorganization arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy, insolvency or similar law shall be instituted by the Origination
Trust without the unanimous consent of all Trustees and Certificateholders
-2-
hereunder. A SUBI Trustee shall not so consent unless directed to do so by
the holder of the applicable SUBI and any assignee or pledgee thereof, and
the Delaware Trustee shall not so consent unless directed to do so by all of
the Certificateholders.
Unless this Certificate shall have been authenticated by an
authorized officer of the Delaware Trustee, by manual signature, this
Certificate shall not entitle the holder hereof to any benefit under the
Agreement or be valid for any purpose.
-3-
IN WITNESS WHEREOF, the Delaware Trustee and the SUBI Trustee
on behalf of the Origination Trust and not in their individual capacities
have caused this Class X 1999-1B Sold SUBI Certificate to be duly executed.
Dated: June 30, 1999
▇.▇. ▇▇▇▇▇▇▇▇ TRUST
By: WILMINGTON TRUST COMPANY, not
in its individual capacity but
solely as Delaware Trustee
By:
---------------------------------
Authorized Officer
-4-
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Class X 1999-1B Sold SUBI Certificate referred to in the
within-mentioned 1999-1B Sold SUBI Supplement.
Dated: June 30, 1999
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee
By:
---------------------------------
Authorized Officer
-5-
EXHIBIT A-2 TO
1999-1B SOLD SUBI SUPPLEMENT
FORM OF CLASS Y 1999-1B SOLD SUBI CERTIFICATE
▇.▇. ▇▇▇▇▇▇▇▇ TRUST
CLASS Y 1999-1B SOLD SPECIAL UNIT OF BENEFICIAL INTEREST CERTIFICATE
(This Certificate does not represent an obligation of, or an interest
in, PHH Vehicle Management Services LLC or any of its affiliates (other
than the Origination Trust (as defined below))).
Number-1
THIS CERTIFIES THAT RAVEN FUNDING LLC is the registered owner of a
100% non-assessable, fully-paid, exclusive undivided beneficial interest in
the Class Y 1999-1B Invested Amount of the 1999-1B Sold SUBI Portfolio (such
interest, a "1999-1B Sold SUBI Interest"), of ▇.▇. ▇▇▇▇▇▇▇▇ Trust, a Delaware
business trust (the "Origination Trust"), formed by RAVEN FUNDING LLC, as
settlor ("SPV" or, in its capacity as settlor thereunder, and, together with
any successor or assign, the "Settlor"), PHH Vehicle Management Services, as
UTI Trustee (the "UTI Trustee") and Servicer, and Wilmington Trust Company,
as Delaware trustee (the "Delaware Trustee"). The Origination Trust was
created pursuant to an Amended and Restated Origination Trust Agreement dated
as of June 30, 1999 (as modified, supplemented, or amended from time to time,
the "Origination Trust Agreement"), among SPV as the Settlor and as the sole
initial beneficiary (in such capacity, and, together with any successor or
permitted assign, the "Initial Beneficiary"), the UTI Trustee and the
Delaware Trustee, as supplemented for purposes hereof by that certain 1999-1B
Sold SUBI Supplement to the Origination Trust Agreement dated as of
June 30, 1999 (the "1999-1B Sold SUBI Supplement") among the Settlor, the
Initial Beneficiary, the UTI Trustee, the Delaware Trustee and Wilmington
Trust Company, as the SUBI Trustee. To the extent not otherwise defined
herein, the capitalized terms herein have the meanings set forth in the
Agreement.
This Certificate is the duly authorized certificate issued under
the Agreement and the 1999-1B Sold SUBI Supplement dated even date herewith,
and designated as "▇.▇. ▇▇▇▇▇▇▇▇ Trust Class Y 1999-1B Sold Special Unit of
Beneficial Interest Certificate" (the "Class Y 1999-1B Sold SUBI
Certificate"). This Class Y 1999-1B Sold SUBI Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the holder of this Class Y 1999-1B Sold SUBI Certificate by
virtue of the acceptance hereof assents and by which such holder is bound.
Also to be issued under the Agreement are various other series of
Certificates, the first designated as "▇.▇. ▇▇▇▇▇▇▇▇ Trust Undivided Trust
Interest Certificates" (the "Undivided Trust Interest Certificates"), and the
others each designated as "▇.▇. ▇▇▇▇▇▇▇▇ Trust Special Unit of Beneficial
Interest Certificates" (the "SUBI Certificates" and, together with the
Undivided Trust Interest Certificates, the "Certificates"). The Undivided
Trust Interest Certificates, taken together, evidence an exclusive, undivided
interest in the assets of the Origination Trust, other than SUBI Assets (each
as defined in the Agreement); each other series of SUBI Certificates, taken
together, will evidence an exclusive undivided interest in a separate SUBI
Portfolio other than the Sold SUBI Portfolio. This Certificate constitutes a
"Security" as such term is defined in the New York Uniform Commercial Code
and the Delaware Commercial Code.
The Certificates do not represent an obligation of, or an interest
in, the Settlor, any Trustee or any of their respective affiliates (other
than the Origination Trust). A copy of the Agreement may be examined during
normal business hours at the principal office of the Settlor or any Trustee,
and at such other places, if any, designated by the Settlor or any Trustee,
by the holder hereof upon request.
By accepting this Certificate, the holder hereof releases (or fully
subordinates, but only to the extent such release is not given effect) any
claim in respect of this Certificate to any proceeds or assets of the
Origination Trust and to all of the assets of the Origination Trust other
than those from time to time included within the 1999-1B Sold SUBI Portfolio
(the "1999-1B Sold SUBI Assets") and those proceeds or assets derived from or
earned by the 1999-1B Sold SUBI Assets.
The holder of this Certificate covenants and agrees that prior to
the date which is one year and one day after the date upon which all
obligations under each Securitization have been paid in full, it will not
institute against, or join any other Person in instituting against, the
Origination Trust, the Initial Beneficiary, any Special Purpose Entity, or
any general partner of any Special Purpose Entity that is a partnership, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceedings under any federal or state bankruptcy or similar law.
No bankruptcy, reorganization arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy, insolvency or similar law shall be instituted by the Origination
Trust without the unanimous consent of all Trustees and Certificateholders
hereunder. A SUBI Trustee shall not so consent unless directed to do so by
the holder of the applicable SUBI and any assignee or pledge thereof and the
Delaware Trustee shall not so consent unless directed to do so by all of the
Certificateholders.
-2-
Unless this Certificate shall have been authenticated by an
authorized officer of the Delaware Trustee, by manual signature, this
Certificate shall not entitle the holder hereof to any benefit under the
Agreement or be valid for any purpose.
-3-
IN WITNESS WHEREOF, the Delaware Trustee on behalf of the
Origination Trust and not in its individual capacity has caused this Class Y
1999-1B Sold SUBI Certificate to be duly executed.
Dated: June 30, 1999
▇.▇. ▇▇▇▇▇▇▇▇ TRUST
By: WILMINGTON TRUST COMPANY, not in
its individual capacity but solely
as Delaware Trustee
By
------------------------------
Authorized Officer
-4-
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is the Class Y 1999-1B Sold SUBI Certificate referred to in the
within-mentioned 1999-1B Sold SUBI Supplement.
Dated: June 30, 1999
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee
By
---------------------------------
Authorized Officer
-5-
SCHEDULE I
Description of 1999-1B Sold SUBI Assets and Obligors.
See the computer tape delivered to the UTI Trustee and the Indenture Trustee.
List of Obligors is attached.