Guarantees" and
to substitute therefor the phrase "the Performance Guaranty."
5.
Effective as of the Amendment Effective Date, the Receivables Purchase
Agreement is hereby amended as follows:
a. Schedule 6.1(q) is hereby deleted and a new Schedule 6.1(q) is attached
hereto as Attachment B.
6.
Effective as of the Spin Off Effective Date, the Receivables Purchase
Agreement is hereby amended as follows:
a. Section 2.1(a)(i) is hereby amended to delete therefrom the phrase "the
Performance Guarantees" and to substitute therefor the phrase "the
Performance Guaranty."
b. The definition of "CFC Collections" is hereby amended to delete clause
(g) thereof in its entirety and to substitute the following therefor:
from the Performance Guarantor in respect of any payments made by the
Performance Guarantor as guarantor of the obligations of the Originator
or the Servicer under the Performance Guaranty executed by it.
c. The definition of "CFC Pool Asset" is hereby amended to delete from
clause (b) thereof the phrase "the Performance Guarantees" and to
substitute therefor the phrase "the Performance Guaranty."
d. The definition of "Transaction Documents" is hereby amended to delete
therefrom the phrase "the Performance Guarantees" and substitute
therefor the phrase "the Performance Guaranty".
e. Section 7.2(a) (regarding delivery of financial statements) is hereby
amended (x) to delete each reference therein to "Cendant" and
substitute therefor the phrase "the Performance Guarantor".
f. Section 7.4(a)(ix) is hereby amended to delete therefrom the phrase "of
even date herewith" and to substitute the phrase "dated as of the date
Realogy Corporation ceases to be a wholly owned Subsidiary of Cendant
Corporation" therefor.
g. Section 9.1(c) is hereby amended to delete clauses (iii) and (iv)
thereof in their entirety and substitute therefor the following "(iii)
the Performance Guarantor shall fail to make any required payment under
its Performance Guaranty and such failure shall remain unremedied for
one Business Day or (iv) the Performance Guarantor shall otherwise fail
to perform under its Performance Guaranty".
h. Section 9.1(d) is hereby amended to delete therefrom the phrase "either
Performance Guarantor" and substitute therefor the phrase "the
Performance Guarantor".
i. Section 9.1(g) is hereby amended to delete therefrom the phrase "or
either of the Performance Guarantees" and substitute therefor the
phrase "or the Performance Guaranty".
j. Section 11.18 is hereby deleted in its entirety and the following is
substituted therefor:
Section 11.18 Confidentiality. ARSC agrees to maintain the confidentiality
of any information regarding Cendant Mobility Services Corporation, Cartus,
the Seller, Cendant Corporation, Realogy and PHH obtained in accordance
with the terms of this Agreement that is not publicly available; provided,
however, that ARSC may reveal such information (a) as necessary or
appropriate in connection with the administration or enforcement of this
Agreement or its funding of Purchases under this Agreement or (b) as
required by law, government regulation, court proceeding or subpoena.
Notwithstanding anything herein to the contrary, none of Cendant Mobility
Services Corporation, Cartus, the Seller, Cendant Corporation, Realogy or
PHH shall have any obligation to disclose to ARSC or its assignees any
personal and confidential