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ASSIGNMENT AND ASSUMPTION
AGREEMENT
RELATING TO
PERFORMANCE GUARANTY
(Apple Ridge)
This Assignment and Assumption Agreement (this
“Assignment”) is entered into with respect to that
Performance Guaranty (the “Guaranty”) dated as of April
25, 2000, given by PHH Corporation, a Maryland corporation
(“PHH”), in favor of Cendant Mobility Financial
Corporation, a Delaware corporation (“CMF”) and Apple
Ridge Funding LLC, a Delaware limited liability company, as Issuer
(the “Issuer”) under the Master Indenture dated as of
April 25, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the “Indenture”)
between the Issuer, JPMorgan Chase Bank, National Association, a
national banking association (formerly Bank One, National
Association), as indenture trustee under the Indenture (the
“Indenture Trustee”) and The Bank of New York, as
paying agent, authentication agent and transfer agent and
registrar.
This Assignment is between PHH and Cendant Corporation, a Delaware
corporation (“Cendant”) and is agreed and consented to
and accepted by CMF, the Issuer and the Indenture Trustee at the
direction of the MBIA Insurance Corporation, as Series Enhancer and
deemed Holder of 100% of the Notes issued and outstanding under the
Indenture. Unless otherwise defined herein, all capitalized terms
used in this Assignment shall have the respective meanings ascribed
to them in the Guaranty.
WHEREAS, CMF and the Issuer were at the time of execution of the
Guaranty, wholly owned subsidiaries of PHH;
WHEREAS, at the time of execution of the Assignment or shortly
thereafter CMF and the Issuer will cease to be wholly owned
subsidiaries of PHH, but will remain as wholly owned subsidiaries
of Cendant;
WHEREAS, Cendant is expected to receive substantial direct and
indirect benefits from the transactions contemplated in the
Purchase Agreement, the Receivables Purchase Agreement, the
Transfer and Servicing Agreement and the Indenture;
WHEREAS, for good and valuable consideration, the sufficiency of
which is hereby recognized, Cendant has agreed to assume all of the
obligations of PHH under the Guaranty and upon such assumption,
CMF, the Issuer and the Indenture Trustee, at the direction of the
Series Enhancer, have agreed to release PHH from all of its
obligations under the Guaranty.
NOW, THEREFORE,
1.
Assignment
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PHH hereby sells, assigns and transfers to Cendant and Cendant
hereby accepts, purchases and acquires, all of PHH's
righ
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