Introductory Matters (a) The parties have formed the Company pursuant to the provisions of the Act by filing the Articles of Organization with the Secretary of State.
Introductory Provisions The following provisions form a part of and constitute the basis for this Amendment:
Introductory American Honda Receivables Corp., a California corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to cause the Honda Auto Receivables [____-__] Owner Trust (the "Trust") to issue and sell $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-3 (the "Class A-3 Notes") and $[______________] aggregate principal amount of [____]% Asset Backed Notes, Class A-4 (the "Class A-4 Notes" and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the "Notes"). The Notes will be issued pursuant to the Indenture, to be dated as of [____ __, ____] (the "Indenture"), between the Trust and Citibank, N.A. (the "Indenture Trustee"). Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[______________] aggregate principal amount of certificates of beneficial interest (the "Certificates"), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated [____ __, ____] (the "Trust Agreement"), between the Company and U.S. Bank Trust National Association, as owner trustee (the "Owner Trustee"). The Certificates are subordinated to the Notes. The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the "Receivables"), with respect to Actuarial Receivables, certain monies due thereunder on or after [____ __, ____] (the "Cutoff Date"), and with respect to Simple Interest Receivables, certain
INTRODUCTORY STATEMENT The Board of Directors of each of AFC and LISB (i) has determined that this Agreement and the business combination and related transactions contemplated hereby are in the best interests of AFC and LISB, respectively, and in the best long-term interests of their respective stockholders, (ii) has determined that this Agreement and the transactions contemplated hereby are consistent with, and in furtherance of, its respective business strategies and (iii) has approved, at meetings of each of such Boards of Directors, this Agreement. Concurrently with the execution and delivery of this Agreement, and as a condition and inducement to AFC's willingness to enter into this Agreement, AFC and LISB have entered into a stock option agreement (the "LISB Option Agreement"), pursuant to which LISB has granted to AFC an option to purchase shares of LISB's common stock, par value $0.01 per share (the "LISB Common Stock"), upon the terms and conditions therein contained and, as a condition and inducement to LISB's willingness to enter into this Agreement, LISB and AFC have entered into a stock option agreement (the "AFC Option Agreement") pursuant to which AFC has granted LISB an option to purchase shares of AFC common stock, par value $0.01 per share (the "AFC Common Stock") upon the terms and conditions therein contained. The parties hereto intend that the Merger shall qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), for federal income tax purposes, and that the Merger shall be treated as a "pooling-of-interests" for accounting purposes. Promptly following the consummation of the Merger, the parties hereto intend that The Long Island Savings Bank, FSB, a wholly owned subsidiary of LISB ("LISB Bank"), and Astoria Federal Savings and Loan Association, a wholly owned subsidiary of Astoria (the "Association") shall be merged (the "Bank Merger"). AFC and LISB desire to make certain representations, warranties and agreements in connection with the business combination transactions provided for herein and to prescribe various conditions to the transactions. In consideration of their mutual promises and obligations hereunder, the parties hereto adopt and make this Agreement and prescribe the terms and conditions hereof and the manner and basis of carrying it into effect, which shall be as follows:
INTRODUCTORY STATEMENTS 1. The Seller is the owner of the Receivables. The Seller proposes to sell to the Trust all of its right, title and interest in and to the Receivables and certain other property pursuant to the Sale and Servicing Agreement. The Trust will issue Notes pursuant to the Indenture.
Effectiveness, Continuation, Termination and Amendment This Amended ------------------------------------------------------ and Restated Plan has been approved by a vote of the Board and its Independent Trustees and replaces the Fund's prior Distribution and Service Plan and Agreement for Class C shares. Unless terminated as hereinafter provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from year to year or as the Board may otherwise determine but only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance. This Plan may not be amended to increase materially the amount of payments to be made under this Plan, without approval of the Class C Shareholders at a meeting called for that purpose and all material amendments must be approved by a vote of the Board and of the Independent Trustees. This Plan may be terminated at any time by a vote of a majority of the Independent Trustees or by the vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's outstxxxxxx Xlass C voting shares. In the event of such termination, the Board and its Independent Trustees shall determine whether the Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.
APPLICABILITY TO NEW ACCOUNTS AND NEW CONTACTS The parties to this Agreement may amend the schedules to this Agreement from time to time to reflect changes in or relating to the Contracts and to add new classes of variable annuity contracts and variable life insurance policies to be issued by the Company through new or existing Separate Accounts investing in the Fund. The provisions of this Agreement shall be equally applicable to each such separate account and each such class of contracts or policies, unless the context otherwise requires. Any such amendment must be signed by the parties and must bear an effective date for that amendment.
Effective Period, Termination and Amendment; Interpretive and Additional Provisions This Custodian Agreement shall become effective as of the date hereof, shall continue in full force and effect until terminated as hereinafter provided, and may be amended at any time by mutual agreement of the parties hereto. This Custodian Agreement may be terminated by either party by written notice to the other party, such termination to take effect no sooner than sixty (60) days after the date of such notice. Notwithstanding the foregoing, if Ally Financial resigns as Servicer under the Basic Documents or if all of the rights and obligations of the Servicer have been terminated under the Servicing Agreement, this Custodian Agreement may be terminated by the Issuing Entity or by any Persons to whom the Issuing Entity has assigned its rights hereunder. As soon as practicable after the termination of this Custodian Agreement, the Custodian shall deliver the Receivable Files described herein to the Issuing Entity or the Issuing Entity’s agent at such place or places as the Issuing Entity may reasonably designate.
Applicable Period See Section 2(b) hereof.
Effectiveness Definitions (a) The rights and obligations of the parties set forth in this Agreement shall become effective and shall be binding upon the parties in accordance with its terms immediately upon the closing of the transactions contemplated by the Transfer Agreement and the Prior Agreement shall be terminated at such time. The Prior Agreement shall remain in full force and effect in accordance with its terms unless and until the occurrence of the closing of the transactions contemplated by the Transfer Agreement.
