Exhibit 10.15
FORM OF GUARANTEE
OF
PHH CORPORATION
PHH CORPORATION, a Delaware corporation, hereby agrees to unconditionally
and irrevocably guarantee to Raven Funding LLC, a Delaware limited liability
company (the "SPV"), and to each assignee and pledgee of the SPV, and
Wilmington Trust Company, a Delaware trust company, not in its individual
capacity but solely as the SUBI Trustee (the "SUBI Trustee" and together with
the SPV and each assignee and pledgee of the SPV, the "Payees") the due and
punctual payment and performance of all obligations of PHH Vehicle Management
Services LLC ("VMS") pursuant to the Sold SUBI Supplement 1999-1 to Servicing
Agreement, dated as of June 30, 1999, as amended by Amendment No. 1 to the
Sold SUBI Supplement 1999-1, dated as of October 28, 1999, among X.X. Xxxxxxxx
Trust, the SUBI Trustee, the SPV and VMS (as may be further amended, modified
or supplemented from time to time, the "Servicing Supplement").
The undersigned hereby waives any presentment, demand of payment, protest
and notice of nonpayment, dishonor or protest thereof or of any exchange,
sale, surrender, release or any other notice or demand to which the
undersigned may otherwise be entitled. The undersigned shall not be exonerated
or discharged from liability hereunder by any time or grace period given to
VMS or by any other indulgence or concession granted to VMS, including,
without limitation, any such period, indulgence or concession whatsoever
affecting or preventing a recovery of any of the obligations guaranteed
hereunder that, but for this provision, might operate to exonerate or
discharge the undersigned, from its obligations hereunder.
The undersigned further agrees that its liabilities hereunder shall be
irrevocable and unconditional and in no way be affected, impaired, released,
reduced or discharged by reason of the occurrence of any of the following,
although without further notice to or consent of the undersigned, (i) any
bankruptcy, insolvency, reorganization, arrangement, assignment for the
benefit of creditors, receivership or trusteeship affecting VMS or the
undersigned; (ii) any claim, defense or right of set-off off VMS, the
undersigned or any other person may have against the Payees; or (iii) any
other circumstances that might otherwise constitute a defense available to, or
a discharge of, VMS or undersigned. The undersigned further guarantees that
all payments made by VMS on any obligation hereby guaranteed will, when made,
be final and agrees that, if any such payment is recovered from, or repaid by,
any Payee(s), in whole or in part, in any bankruptcy, insolvency or similar
proceeding instituted by or against VMS, this Guarantee shall continue to be
effective or be reinstated as though the payment so recovered or repaid had
never been originally made on such obligation.
Notice of acceptance of this Guarantee and of the incurring of any or all
of the obligations hereby guaranteed is hereby waived by the undersigned, and
this Guarantee and all of the terms and provisions hereof shall immediately be
binding upon the undersigned from the date of the execution of this Guarantee.
The Payees may enforce the undersigned's obligations hereunder without in
any way first pursuing or exhausting any other rights or remedies which the
Payees may have against VMS or against any other person, firm or corporation.
If demand shall have been made for payment or performance of the
obligations guaranteed hereunder or if an event resulting in any of the
obligations guaranteed hereunder becoming payable or performable shall at any
time have occurred and the obligations guaranteed hereunder becoming payable
or performable shall at such time be prevented by reason of the pendency
against VMS of a case or proceeding under any bankruptcy or insolvency law,
the undersigned agrees that, for purposes of this Guarantee and its
obligations hereunder, the obligations guaranteed hereunder shall be deemed to
have become payable or performable and the undersigned shall forthwith pay or
perform such obligations guaranteed hereunder, without any further notice or
demand.
Each payment to be made by the undersigned under this Guarantee or in
connection herewith to the applicable Payee(s) shall be made without set-off
or deduction of any kind whatsoever. The provisions of this paragraph shall
survive termination and payment in full of the obligations guaranteed
hereunder.
The undersigned expressly waives any and all rights of subrogation,
reimbursement, contribution, exoneration and indemnity (contractual, statutory
or otherwise) arising from the existence or performance of this Guarantee and
the undersigned irrevocably waives any right to enforce any remedy that the
Payees now have or may hereafter have against VMS, or any other person, and
waives any benefit of, and any right to participate in, any security now or
hereafter held by the Payees, in each case, until such time as the obligations
guaranteed hereunder have been finally and indefeasibly paid in full in cash
to the Payees. The provisions of this paragraph shall survive the termination
and payment in full of the obligations guaranteed hereunder.
The undersigned further irrevocably and unconditionally agrees to pay any
and all reasonable costs and expenses (including, without limitation,
attorneys' fees and disbursements) incurred by the Payees in enforcing its
rights or remedies under this Guarantee.
THE UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR BENEFICIARY HEREOF ON ANY MATTER
WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTEE.
THIS GUARANTEE AND ALL RIGHTS, OBLIGATIONS AND LIABILITIES ARISING
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE
STATE OF NEW YORK.
The undersigned hereby irrevocably submits to the jurisdiction of the
courts of the State of New York and of the United States District Court for
the Southern District of New York in any action or proceeding brought against
it under this Guarantee or under any document delivered by it in connection
herewith or called for by the Servicing Supplement.
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No delay on the part of its exercise of, or the failure to exercise, any
right or remedy shall be deemed a waiver of any obligation of the undersigned
or right of the Payees. This Guarantee may be modified, and the Payees' rights
hereunder waived, only by agreement in writing signed by each Payee and the
undersigned.
This Guarantee shall inure to the benefit of the Payees and their
respective successors and permitted assigns, and shall bind the successors and
assigns of the undersigned.
This Guarantee may not be assigned by the undersigned without the prior
written consent of each Payee.
IN WITNESS WHEREOF, this Guarantee has been duly executed by the
undersigned this ___ day of __________, 2001.
PHH CORPORATION
By:
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Name:
Title:
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