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 . PHH hereby
sells, assigns and transfers to Cendant and Cendant hereby accepts,
purchases and
