EXHIBIT 4.41
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▇.▇. ▇▇▇▇▇▇▇▇ TRUST
SOLD SUBI SUPPLEMENT 1999-1A
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
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SOLD SUBI SUPPLEMENT 1999-1A
TO ORIGINATION TRUST AGREEMENT
THIS SOLD SUBI SUPPLEMENT 1999-1A TO ORIGINATION TRUST AGREEMENT
(the "1999-1A 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 1999-1A 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 the ▇.▇.
▇▇▇▇▇▇▇▇ 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 "1999-1A 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 "1999-1A Sold SUBI Certificate"), that will
evidence the entire and exclusive beneficial interest in the related SUBI (the
"1999-1A 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 "1999-1B SUBI Supplement" to create and issue to
SPV two separate 1999-1B SUBI Certificates (the "1999-1B SUBI Certificates"),
which collectively evidence the entire and exclusive beneficial interest in the
1999-1B SUBI consisting of the Fleet Receivables and the Trust Assets associated
therewith (the "1999-1B SUBI").
F. Concurrently herewith, SPV is transferring all of its right,
title and interest in and to the 1999-1A Sold SUBI, the 1999-1A Sold SUBI
Certificate, the portion of the 1999-1B SUBI represented by the Class X 1999-1B
Sold SUBI Certificate (as defined in the 1999-1B Sold SUBI Supplement), and the
Class X 1999-1B Sold SUBI Certificate to 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 1999-1A Sold SUBI Portfolio.
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 1999-1A Sold SUBI Portfolio and the
Trust Assets allocated to the 1999-1B SUBI, providing for specific servicing
obligations that will benefit the Issuer, as the holder of the 1999-1A Sold SUBI
Certificate and the Class X 1999-1B Sold SUBI Certificate and SPV, as the holder
of the Class Y 1999-1B Sold SUBI Certificate and related matters.
PART X
DEFINITIONS; THIRD-PARTY BENEFICIARIES
Section 10.1. Definitions. For all purposes of this 1999-1A 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
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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 1999-1A Sold SUBI Supplement as a whole and not to any particular article
or section within this 1999-1A 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 1999-1A Sold SUBI. The holder and
pledgees of the 1999-1A Sold SUBI Certificate (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 1999-1A Sold SUBI Supplement, insofar as
they apply to the 1999-1A Sold SUBI and said holders or pledgees. Therefore, to
that extent, references in the OriginationTrust 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 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.
PART XI
CREATION OF THE 1999-1A SOLD SUBI
Section 11.1. Initial Creation of 1999-1A Sold SUBI Portfolio and
1999-1A 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 an initial separate portfolio of SUBI Assets (as defined
in the Origination Trust Agreement) consisting of those Master Lease Agreements
listed on Schedule I, all Leases entered into under those Master Lease
Agreements as of the Initial Cut-off Date, all Leased Vehicles subject to those
Leases and all Paid-In Advance Vehicles relating to those Master Lease
Agreements and those Consumer Leases listed on Schedule I and all Leased
Vehicles subject to these Consumer Leases (each, a "1999-1A Sold SUBI Asset"),
and all Trust Assets to the extent related thereto, including, without
limitation, the Initial Beneficiary's rights under the Contribution Agreement
and the Asset Sale Agreement related thereto (other than Trust Assets described
in clause (h) of the definition thereof). Based upon their identification and
allocation by the Initial Beneficiary pursuant to such Schedule I, the UTI
Trustee hereby identifies and allocates as 1999-1A Sold SUBI Assets such
portfolio of SUBI Assets, each such SUBI Asset to be identified on the books and
accounts of the Origination Trust as belonging exclusively to the 1999-1A Sold
SUBI Portfolio; provided that any Collections received prior to the Initial
Cut-off Date in respect of any such 1999-1A Sold SUBI Asset identified on
Schedule I shall not be allocated as a 1999-1A Sold SUBI Asset and shall not
belong to the 1999-1A Sold SUBI Portfolio.
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(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
"1999-1A Sold SUBI" and which shall represent an exclusive and specific
beneficial interest solely in the 1999-1A Sold SUBI Portfolio.
(c) As required by Section 4.2(d) of the Origination Trust
Agreement, SPV has appointed Wilmington Trust Company as the SUBI Trustee for
the 1999-1A Sold SUBI and the 1999-1A Sold SUBI Portfolio.
Section 11.2. Subsequent Additions to the 1999-1A Sold SUBI
Portfolio. (a) Subject to the satisfaction of the conditions therefor set forth
in Section 11.2(d), the Initial Beneficiary, from time to time on any date on
which it acquires a Paid-In Advance Vehicle that is, or is to become, subject to
a Master Lease Agreement identified on Schedule I hereto (as such Schedule I may
be amended from time to time as provided in Section 11.2(b) below), shall assign
such Paid-In Advance Vehicle to the Origination Trust pursuant to an Assignment
Agreement in the form of Exhibit B hereto (the "Assignment Agreement") and
direct the UTI Trustee to identify on the books of the Origination Trust, and
allocate exclusively to the 1999-1A Sold SUBI Portfolio as additional 1999-1A
Sold SUBI Assets, such Paid-In-Advance Vehicle, any Lease subsequently entered
into by the Origination Trust with respect to such Paid-In Advance Vehicle and
all other unallocated Trust Assets to the extent related thereto (other than
Trust Assets described in clause (h) of the definition thereof).
(b) Subject to the satisfaction of the conditions therefor set forth
in Section 11.2(d), the Initial Beneficiary may from time to time, on or after
any date on which the Origination Trust enters into a Master Lease Agreement
direct the UTI Trustee to identify on the books and records of the Origination
Trust, and allocate exclusively to the 1999-1A Sold SUBI Portfolio as additional
1999-1A Sold SUBI Assets, such Master Lease Agreement and all other unallocated
Trust Assets to the extent related thereto (other than Trust Assets described in
clause (h) of the definition thereof). In connection with any allocation of a
Master Lease Agreement and the related Trust Assets to the 1999-1A Sold SUBI
Portfolio, the UTI Trustee shall amend Schedule I hereto to add such Master
Lease Agreement and the related Trust Assets.
(c) Subject to the satisfaction of the conditions therefor set forth
in Section 11.2(d), the Initial Beneficiary may from time to time, on or after
any date on which the Origination Trust enters into a Consumer Lease, assign all
of its right, title and interest in and to such Consumer Lease and the Leased
Vehicle then subject thereto to the Origination Trust pursuant to an Assignment
Agreement and direct the UTI Trustee to identify on the books and records of the
Origination Trust, and allocate exclusively to the 1999-1A Sold SUBI Portfolio
as additional 1999- 1A Sold SUBI Assets, such Consumer Lease and such Leased
Vehicle, and all other unallocated Trust Assets to the extent related thereto
(other than Trust Assets described in clause (h) of the definition thereof). In
connection with any allocation of a Consumer Lease and the related Trust Assets
to the 1999-1A Sold SUBI Portfolio, the UTI Trustee shall amend Schedule I
hereto to add such Consumer Lease and the related Trust Assets.
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(d) Each identification and allocation to the 1999-1A Sold SUBI
Portfolio of a Paid-In Advance Vehicle pursuant to Section 11.2(a), a Master
Lease Agreement and the related Trust Assets pursuant to Section 11.2(b) or a
Consumer Lease and the related Trust Assets pursuant to Section 11.2(c) shall be
subject to the prior satisfaction of the following conditions:
(i) In the case of an identification and allocation of a Paid-In
Advance Vehicle pursuant to Section 11.2(a), the Master Lease Agreement
under which such Paid-In-Advance is being acquired shall not be an
Ineligible Delinquent Lease and the Initial Beneficiary shall have
delivered to the UTI Trustee and the SUBI Trustee, with a copy to the
Indenture Trustee, the Assignment Agreement with respect to such Paid-In
Advance Vehicle;
(ii) In the case of an identification and allocation of a Master
Lease Agreement and the related Trust Assets pursuant to Section 11.2(b),
the Servicer shall have delivered to SPV, the Issuer and the Indenture
Trustee a certification as of the date of such allocation of an Authorized
Officer with respect to such Master Lease Agreement substantially to the
effect set forth in Exhibit C;
(iii) In the case of an identification and allocation of a Consumer
Lease and the related Trust Assets pursuant to Section 11.2(c), (A) the
Initial Beneficiary shall have delivered to the UTI Trustee and the SUBI
Trustee, with a copy to the Indenture Trustee, the Assignment Agreement
with respect to the Leased Vehicle relating to such Consumer Lease and (B)
the Servicer shall have delivered to the SPV, the Issuer and the Indenture
Trustee a certification as of the date of such allocation of an Authorized
Officer with respect to such Consumer Lease substantially to the effect
set forth in Exhibit C; and
(iv) No Transfer Termination Event shall have occurred and be
continuing.
Section 11.3. Issuance and Form of the 1999-1A Sold SUBI
Certificate. (a) The 1999-1A Sold SUBI shall be represented by the 1999-1A Sold
SUBI Certificate which shall represent an exclusive 100% beneficial interest in
the 1999-1A Sold SUBI and the 1999-1A Sold SUBI Portfolio, as further set forth
herein. The 1999-1A Sold SUBI Certificate 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 1999-1A 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 1999-1A Sold SUBI Certificate may be set forth
on the reverse thereof. The 1999-1A Sold SUBI Certificate 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. The 1999-1A Sold SUBI
Certificate shall be initially registered in the name of the Issuer.
(b) As required by Section 4.2(b) of the Origination Trust
Agreement, the 1999-1A Sold SUBI Certificate shall contain an express written
release and subordination of any
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claim by any holder thereof to any proceeds or assets of the Origination Trust
other than those from time to time included within the 1999-1A Sold SUBI
Portfolio.
Section 11.4. Filings; Termination of 1999-1A 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 SUBI Assets to
the 1999-1A 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; provided, however, that in no event will the Settlor, the
Servicer or any Origination Trustee be required to take any action to change the
Person listed as owner or lienholder on the Certificate of Title for any Leased
Vehicle allocated to the 1999-1A Sold SUBI Portfolio. 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 Sold Units have been liquidated into cash and all
of such cash shall have been distributed in accordance with the 1999-1A Sold
SUBI Servicing Supplement, then at the direction of the Initial Beneficiary the
1999-1A Sold SUBI shall be terminated and the 1999-1A Sold SUBI Certificate
shall be returned to the SUBI Trustee and canceled thereby and all 1999-1A 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 1999-1A 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 1999-1A Sold SUBI hereunder and agrees to
act as a trustee of the Origination Trust for the benefit of the holder or
holders of each 1999-1A Sold SUBI Certificate in accordance with the terms of
this 1999-1A Sold SUBI Supplement and the Origination Trust Agreement
Section 11.6. Representations and Warranties of the 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 1999-1A Sold SUBI Certificate 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 1999-1A Sold SUBI
Supplement and has taken
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all necessary action to authorize the execution, delivery and performance
by it of this 1999-1A Sold SUBI Supplement.
(c) Due Execution. This 1999-1A Sold SUBI Supplement has been duly
executed and delivered by the SUBI Trustee, and this 1999-1A 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 1999-1A
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
1999-1A Sold SUBI Servicing Supplement and this 1999-1A Sold SUBI
Supplement.
(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 1999-1A Sold SUBI out of the 1999-1A Sold SUBI Assets shall be paid by
the Servicer pursuant to Section 7.5 of the 1999-1 Sold SUBI Servicing
Supplement.
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PART XIII
ASSIGNMENT OF THE 1999-1A SOLD SUBI
Section 13.1. Assignment. The parties to this 1999-1A 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 1999-1A Sold SUBI and the 1999-1A
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 the 1999-1A Sold SUBI and the 1999-1A Sold SUBI Certificate.
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 1999-1A Sold SUBI Supplement, to the extent that it deals solely with the
1999-1A Sold SUBI and the 1999-1A Sold SUBI Portfolio, may be amended only in
accordance with this Section 14.1.
(b) The Origination Trust Agreement or this 1999-1A 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 1999-1A
Sold SUBI Supplement only in a manner which would have no adverse effect on any
holder of the 1999-1A Sold SUBI Certificate or any pledgee or assignee thereof.
(c) The Origination Trust Agreement or this 1999-1A 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)
and the holder of the 1999-1A Sold SUBI Certificate 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.
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(e) Prior to the execution of any amendment to the Origination Trust
Agreement or this 1999-1A 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 1999-1A Sold SUBI Supplement and that
all conditions precedent to the execution and delivery of such amendment have
been satisfied.
Section 14.2. Governing Law. THIS 1999-1A 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 14.3. Notices. The notice provisions of Section 9.3 of the
Origination Trust Agreement shall apply equally to this 1999-1A Sold SUBI
Supplement. All demands, notices and communications under this 1999-1A 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
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
or at such other address as shall be designed by the holder of the 1999-1A
Sold SUBI Certificate to the other parties hereto; and
(iii) if to the Indenture Trustee, addressed to:
The Chase Manhattan Bank
450 West 33rd Street, ▇▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Capital Markets Fiduciary Services
(iv) if to the Issuer, addressed to:
Greyhound Funding LLC
▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
or at such other address as shall be designated by such Person to the
parties hereto.
Section 14.4. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this 1999-1A 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 1999-1A Sold SUBI Supplement
and shall in no way affect the validity or enforceability of the other
provisions of this 1999-1A Sold SUBI Supplement or of the 1999-1A Sold SUBI
Certificate or the rights of the holder thereof. To the extent permitted by law,
the parties hereto waive any provision of law that renders any provision of this
1999-1A Sold SUBI Supplement invalid or unenforceable in any respect.
Section 14.5. Effect of 1999-1A 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 1999-1A Sold SUBI
Supplement and the Origination Trust Agreement with respect to the 1999-1A Sold
SUBI, the provisions of this 1999-1A Sold SUBI Supplement shall prevail.
(b) For purposes of determining the parties' obligations under this
1999-1A Sold SUBI Supplement with respect to the 1999-1A Sold SUBI, general
references in the Origination Trust Agreement to: (i) the SUBI Portfolio shall
be deemed to refer more specifically to the 1999-1A Sold SUBI Portfolio; (ii)
the SUBI Supplement shall be deemed to refer more specifically to this 1999- 1A
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 1999-1A Sold SUBI Assets for any matter for which VMS
or any Affiliate of VMS shall have indemnified SPV or shall otherwise be
responsible under the Transaction Documents.
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Section 14.6. Series Liability. Each party hereto represents,
warrants and covenants (and each holder or pledgee of the 1999-1A Sold SUBI, by
virtue of its acceptance of such 1999-1A Sold SUBI or pledge thereof represents,
warrants and covenants) that (a) the 1999-1A 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. ss. 3801, et seq., (b)(i) the debts,
liabilities, obligations and expenses incurred, contracted for or otherwise
existing with respect to the 1999-1A Sold SUBI or the 1999-1A Sold SUBI
Portfolio shall be enforceable against the 1999-1A 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 1999-1A Sold SUBI Supplement, UTI Assets or SUBI Assets
with respect to any SUBI (other than the 1999-1A Sold SUBI) shall not be subject
to the claims, debts, liabilities, expenses or obligations arising from or with
respect to the 1999-1A Sold SUBI in respect of such claim, (d)(i) no creditor or
holder of a claim relating to assets allocated to the 1999-1A Sold SUBI or the
1999-1A 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 1999-1A Sold
SUBI or any SUBI Assets other than the 1999-1A Sold SUBI Portfolio shall be
entitled to maintain any action against or recover any assets allocated to the
1999-1A Sold SUBI, and (e) any purchaser, assignee or pledgee of an interest in
the 1999-1A Sold SUBI, the 1999-1A 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 14.7. No Petition: Release of Claims. With respect to each
Special Purpose Entity, each party hereto (and each holder and pledgee of the
1999-1A Sold SUBI, by virtue of its acceptance of such SUBI or pledge 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
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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
1999-1A 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___________________________________________
Name:
Title:
PHH VEHICLE MANAGEMENT SERVICES LLC,
as UTI Trustee and Servicer
By___________________________________________
Name:
Title:
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as
Delaware Trustee and SUBI Trustee
By___________________________________________
Name:
Title:
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TABLE OF CONTENTS
Page
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RECITALS ..........................................................1
PART X
DEFINITIONS; THIRD-PARTY BENEFICIARIES....................2
Section 10.1. Definitions...............................................2
Section 10.2. Rights in Respect of 1999-1A Sold SUBI....................3
PART XI
CREATION OF THE 1999-1A SOLD SUBI.........................3
Section 11.1. Initial Creation of 1999-1A Sold SUBI Portfolio and
1999-1A Sold SUBI.......................................3
Section 11.2. Subsequent Additions to the 1999-1A Sold SUBI
Portfolio...............................................4
Section 11.3. Issuance and Form of the 1999-1A Sold SUBI
Certificate.............................................5
Section 11.4. Filings; Termination of 1999-1A Sold SUBI; Related
Matters.................................................5
Section 11.5. Acceptance by SUBI Trustee................................6
Section 11.6. Representations and Warranties of the 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 1999-1A SOLD SUBI.......................7
Section 13.1. Assignment................................................7
PART XIV
MISCELLANEOUS PROVISIONS..................................8
Section 14.1. Amendment, Etc............................................8
Section 14.2. Governing Law.............................................8
Section 14.3. Notices...................................................9
Section 14.4. Severability of Provisions...............................10
(i)
Page
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Section 14.5. Effect of 1999-1A Sold SUBI Supplement on Origination
Trust Agreement and Transaction Documents..............10
Section 14.6. Series Liability.........................................10
Section 14.7. No Petition: Release of Claims...........................11
Schedule I - Description of 1999-1A SUBI Assets
Exhibit A - Form of 1999-1A Sold SUBI Certificate
Exhibit B - Form of Assignment Agreement
Exhibit C - Form of Officer's Certificate
(ii)