dated as of
April 16, 1999
Daiwa Finance Corporation
Financial Square
00 Xxx Xxxx
Xxx Xxxx, XX 00000-0000
Attention: Xx. Xxxxxx Xxxxxxx
Vice President
Re: Servicing Agreement, dated as of December 4, 1997 (the
"Servicing Agreement"), originally entered into by and
among Monaco Finance, Inc. (the "Monaco"), MF Receivables
Corp. III (the "Borrower"), The Chase Manhattan Bank, as
collateral agent (the "Collateral Agent") and as
Verification Agent (the "Verification Agent"), as amended,
superseded and modified by that certain Supplementary
Servicing Agreement, dated as of even date herewith (the
"Supplementary Servicing Agreement"), by and among Daiwa
Finance Corporation (the "Initial Lender"), the Borrower,
Systems & Services Technologies, Inc., a Delaware
corporation ("SST"), and the Collateral Agent
Ladies and Gentlemen:
Reference is hereby made to the fact that the Servicer, the Borrower, the
Collateral Agent, and the Verification Agent have previously entered into the
Servicing Agreement, which agreement was subsequently amended, superseded and
modified by the Supplementary Servicing Agreement. Each capitalized term used
but not otherwise defined herein has the meaning ascribed thereto in the
Servicing Agreement.
Notwithstanding anything to the contrary contained in the Servicing
Agreement or the Supplementary Servicing Agreement:
(a) Section 4.03(c)(i) of the Servicing Agreement is hereby amended
by deleting the phrase "(and each Subservicer)" as it appears therein;
(b) Section 4.03(c)(ii) of the Servicing Agreement is hereby amended
to read in full as follows: "to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its respective obligations under
this Agreement throughout such quarter.";
(c) Section 4.04(d)(iii) of the Servicing Agreement is
hereby amended to read in full as follows: "removed by the
Borrower."; and
(d) Section 4.05(ii) of the Servicing Agreement is hereby amended by
deleting the phrase "on and after a Servicer Event of Default or Trigger Event,"
as it appears therein.
The terms and provisions set forth in this letter shall modify and
supersede all inconsistent terms and provisions set forth in the Servicing
Agreement and the Supplementary Servicing Agreement and, except as expressly
modified and superseded by this letter, the Servicing Agreement, as amended,
superseded and modified by the Supplementary Servicing Agreement, is ratified
and confirmed in all respects and shall continue in full force and effect.
Daiwa Finance Corporation
dated as of April 16, 1999
Page 28
This letter may be executed in two or more counterparts, each of which
will be deemed to be an original but all of which together will constitute one
and the same instrument. This letter shall be governed by and construed in
accordance with the internal laws of the State of New York.
Very truly yours,
MF RECEIVABLES CORP. III
By: _____________________
Name:
Title:
MONACO FINANCE, INC.
By: ______________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
THE CHASE MANHATTAN BANK
By: _______________________
Name:
Title:
DAIWA FINANCE CORPORATION
By: _______________________
Name:
Title:
SYSTEMS & SERVICES TECHNOLOGIES, INC.
By: _______________________
Name:
Title:
