Exhibit 10.7
AMENDMENT NO. 1
DATED AS OF OCTOBER 28, 1999
TO
SOLD SUBI SUPPLEMENT 1999-1
TO SERVICING AGREEMENT
AMONG
X.X. XXXXXXXX TRUST,
RAVEN FUNDING LLC,
WILMINGTON TRUST COMPANY, NOT IN ITS
INDIVIDUAL CAPACITY AS SUBI TRUSTEE
AND
PHH VEHICLE MANAGEMENT SERVICES,
AS SERVICER
DATED AS OF JUNE 30, 1999
AMENDMENT, dated as of October 28, 1999 ("Amendment"), to Sold SUBI
Servicing Supplement 1999-1 to Servicing Agreement, dated as of June 30,
1999, among X.X. Xxxxxxxx Trust, a Delaware business trust (the "Trust"),
Raven Funding LLC, a special purpose limited liability company established
under the laws of Delaware ("SPV"), Wilmington Trust Company, not in its
individual capacity but solely as SUBI Trustee (the "SUBI Trustee"), and PHH
Vehicle Management Services LLC, a Delaware limited liability company
("VMS"), as Servicer.
W I T N E S S E T H:
WHEREAS, the SPV, the Trust, VMS and the SUBI Trustee are parties
to the Sold SUBI Supplement 1999-1 to Servicing Agreement, dated as of June
30, 1999 (the "Servicing Supplement");
WHEREAS, the SPV, the Trust, VMS and the SUBI Trustee desire to
amend certain terms of the Servicing Supplement; and
WHEREAS, the SPV, the Trust, VMS and the SUBI Trustee have duly
authorized the execution and delivery of this Amendment.
NOW, THEREFORE, for and in consideration of the premises, and other
good and valuable consideration the receipt and sufficiency of which are
acknowledged, it is mutually covenanted and agreed, that the Servicing
Supplement be amended and supplemented as follows:
SECTION 1: CERTAIN DEFINED TERMS
Certain capitalized terms used herein, and not defined herein,
shall have the respective meanings assigned to such terms in the Servicing
Supplement, as the same may be amended, supplemented or otherwise modified
from time to time.
SECTION 2: AMENDMENT TO SECTION 7.15(a) OF SERVICING SUPPLEMENT
Section 7.15(a) of the Servicing Supplement is hereby amended by
adding the following sentence at the end thereof:
"In connection with SPV's contribution of certain of the Trust
Assets to the Trust pursuant to the Additional Equipment Assets Contribution
Agreement and the allocation of the Trust Assets to the 1999-1A SUBI on
October 28, 1999, the Servicer will deliver a certificate of an Authorized
Officer, substantially in the form of Exhibit C, representing and warranting
to SPV, the Issuer and the Indenture Trustee that (i) all of the Master Lease
Agreements allocated to the 1999-1A SUBI on October 28, 1999 were Eligible
Master Leases as of October 28, 1999 and (ii) all of the Leases under such
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Master Lease Agreements included in the Aggregate Lease Balance were Eligible
Leases as of October 28, 1999."
SECTION 3: AMENDMENT TO SECTION 7.15(e) OF SERVICING SUPPLEMENT
Section 7.15(e) of the Servicing Supplement is hereby replaced in
its entirety by the following:
"At the time that any of a Paid-In-Advance Vehicle is included in the
Aggregate Paid-In Advance Balance, the Servicer shall be deemed to have
represented to the holder of the 1999-1A SUBI Certificate and each assignee
or pledgee thereof that such Paid-In-Advance Vehicle is an Eligible Paid-In-
Advance Vehicle. At the time that any Lease is included in the Aggregate
Lease Balance, the Servicer shall be deemed to have represented to the holder
of the 1999-1A SUBI Certificate and each assignee or pledgee thereof that
such Lease is an Eligible Lease."
SECTION 4: AMENDMENT TO SECTION 8.4 OF SERVICING SUPPLEMENT
Section 8.4 of the Servicing Supplement is hereby amended by
replacing the second sentence of that Section with the following sentence:
"The Period End Date will generally be the next to last Thursday of
each calendar month unless the next to last Thursday is too close to the end
of the month to permit orderly billing by VMS, in which case, the Period End
Date for that month will be the third to last Thursday of the month."
SECTION 5: AMENDMENT TO EXHIBIT A TO SERVICING SUPPLEMENT
Exhibit A to the Servicing Supplement is hereby amended by deleting
all references thereto to (i) "Initial Closing Date " and "Initial Cut-Off
Date" and inserting in the place thereof "Closing Date" and (ii) "Initial
Aggregate Lease Balance" and inserting in the place thereof "Aggregate Lease
Balance".
SECTION 6: AMENDMENT TO SCHEDULE X TO SERVICING SUPPLEMENT
Schedule X to the Servicing Supplement is hereby amended by
deleting it in its entirety and substituting in the place thereof Schedule X
attached hereto.
SECTION 7: MISCELLANEOUS
Section 7.1 Duplicate Originals.
The parties may sign any number of copies of this Amendment. One
signed copy is enough to prove this Amendment
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Section 7.2 Ratification and Effect.
The Servicing Supplement, as amended and supplemented by this
Amendment No. 1, is in all respects ratified and confirmed, shall continue to
be in full force and effect, and shall be read, taken and construed as one
and the same instrument.
Section 7.3 GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW
YORK.
Section 7.4 Headings. The various headings in this Amendment are
for purposes of reference only and shall not affect the meaning or
interpretation of any provision of this Amendment.
Section 7.5 Counterparts. This Amendment may be executed in two or
more counterparts, and by different parties on separate counterparts, each of
which shall be an original, but all of which together shall constitute one
and the same instrument.
Section 7.6 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Amendment shall for any
reason whatsoever be held invalid, then such covenants, agreements,
provisions or terms shall be deemed enforceable to the fullest extent
permitted, and if not so permitted, shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and
shall in no way affect the validity or enforceability of the other pro-
visions of this Amendment.
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IN WITNESS WHEREOF, the Trust, the SPV, VMS and the SUBI Trustee
have caused this Amendment No. 1 to be duly executed by their respective duly
authorized officers as of the day and year first written above.
X.X. XXXXXXXX TRUST
By: Wilmington Trust Company, not in
its individual capacity but solely
as Delaware Trustee and SUBI Trustee
By: ________________________________
Name: _______________________________
Title: ____________________________
PHH VEHICLE MANAGEMENT SERVICES LLC
By: ________________________________
Name: _______________________________
Title: _____________________________
RAVEN FUNDING LLC
By: ________________________________
Name: _______________________________
Title: ____________________________
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IN WITNESS WHEREOF, the Trust, the SPV, VMS and the SUBI
Trustee have caused this Amendment No. 1 to be duly executed by their
respective duly authorized officers as of the day and year first written
above.
X.X. XXXXXXXX TRUST
By: Wilmington Trust Company, not in
its individual capacity but solely as
Delaware Trustee
By: __________________________________
Name: ________________________________
Title: ______________________________
PHH VEHICLE MANAGEMENT SERVICES LLC
By: __________________________________
Name: ________________________________
Title: ______________________________
RAVEN FUNDING LLC
By: __________________________________
Name: ________________________________
Title: ______________________________
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as SUBI
Trustee
By: _________________________________
Name: ________________________________
Title: ______________________________
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SCHEDULE X
PERIOD END DATES
November 18, 1999
December 16, 1999
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EXHIBIT C
SERVICER CERTIFICATE
In connection with Raven Funding LLC's ("SPV") contribution of
certain of the Trust Assets to the Origination Trust pursuant to the
Additional Equipment Assets Contribution Agreement and the allocation of the
Trust Assets to the 1999-1A SUBI on October 28, 1999 (the "Additional
Equipment Asset Closing Date"), the undersigned, in my capacity as a duly
elected Authorized Officer of PHH Vehicle Management Services LLC, as
servicer (the "Servicer") under the Sold SUBI Supplement 1999-1 to Servicing
Agreement dated as of June 30, 1999 (the "Sold SUBI Servicing Supplement"),
among X.X. Xxxxxxxx Trust, a Delaware trust company, as SUBI Trustee, SPV and
the Servicer, as amended and supplemented from time to time, does hereby
certify, on behalf of the Servicer that:
(a) All of the Master Lease Agreements identified and
allocated to the 1999-1A SUBI on the date hereof are Eligible Master Leases
as of the date hereof and all of the Leases under such Master Lease
Agreements to be included in the Agreement Lease Balance as of the date
hereof are Eligible Leases as of the date hereof; and
(b) No Transfer Termination Event has occurred and is
continuing.
This certificate is delivered to you pursuant to Section 7.15(a) of
the Sold SUBI Servicing Supplement and Section 11.2(d) of the 1999-1A Sold
SUBI Supplement.
Capitalized terms used herein but not defined herein shall have the
meanings ascribed to them in the Sold SUBI Servicing Supplement.
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IN WITNESS WHEREOF, I have hereunto signed my name as of
this 28th day of October, 1999 on behalf of the Servicer, in my capacity as
an Authorized Officer thereof.
PHH VEHICLE MANAGEMENT SERVICES
LLC, as Servicer
By:_____________________________
Name:
Title:
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