Common use of Servicer Letter of Credit Clause in Contracts

Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of Credit, on any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 and the Servicer shall have failed to make in full the remittances to the Certificate Account pursuant to Section 14.02 required for distribution to Certificateholders on such Distribution Date by 12:00 P.M., New York City time, on the Business Day immediately preceding such Distribution Date, the Trustee shall immediately deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Trustee for deposit to the Certificate Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (x) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, or (y) the Pool Balance as of the related Record Date. For the purpose of Section 14.07 or 19.01(i), amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any Servicer Letter of Credit may be terminated by the Trustee at any time when the Servicer's short term debt obligations are rated at least equal to the Required Servicer Rating by each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least as specified above, a letter to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified above from each other Rating Agency, if any. Notwithstanding the foregoing, if the short term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn) which insurance policy or surety bond, if it shall not replace the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this Section, or the Servicer shall remit collections to the Certificate Account on a daily basis pursuant to Section 14.02. In addition, the Servicer may cancel the Servicer Letter of Credit for so long

Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of Credit, on any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 6.02 and the Servicer shall have failed to make in full the remittances to the Certificate Collection Account pursuant to Section 14.02 6.02 required for distribution to Certificateholders on such Distribution Date by 12:00 P.M., New York City time, on the Business Day immediately preceding such Distribution Date, the Owner Trustee shall immediately deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Collection Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Owner Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Owner Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Owner Trustee for deposit to the Certificate Collection Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (xA) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, Percentage or (yB) the Pool Balance as of the related Record Date. For the purpose purposes of Section 14.07 6.05 or 19.01(i9.01(a), amounts deposited by the Owner Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any Servicer Letter of Credit may be terminated by the Owner Trustee at any time when the Servicer's short term debt obligations are rated at least equal to Servicer has the Required Servicer Rating by with respect to each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Owner Trustee, from each Rating Agency for as to which the Servicer's then-current short-term credit rating is Servicer does not at least as specified abovehave the Required Servicer Rating, a letter to the effect that the rating then assigned to the Rated Certificates a Rating Event will not be qualified, reduced or withdrawn occur and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified above from Servicer has the Required Servicer Rating with respect to each other Rating Agency, if any. Notwithstanding the foregoing, if the short term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates a Rating Event will not be qualified, reduced or withdrawnoccur) which insurance policy or surety bond, if it shall not replace the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this Section, or the Servicer shall remit collections to the Certificate Collection Account on a daily basis pursuant to Section 14.026.02. In addition, the Servicer may cancel the Servicer Letter of Credit for so longlong as the Servicer is required to remit collections to the Collection Account on a daily basis pursuant to Section 6.02. The Servicer shall provide notice of such cancellation of the Servicer

Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of CreditIf, on with respect to any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 and because the Servicer has obtained a Servicer Letter of Credit, the Servicer shall have failed to make in full the remittances to the Certificate Account pursuant to Section 14.02 14.02(b) required for distribution to Certificateholders on such Distribution Date by 12:00 P.M.9:00 A.M., New York City time, on the Business Day immediately preceding such Distribution Date, the Trustee shall immediately shall, by 11:00 A.M., New York time, deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Trustee for deposit credit to the Certificate Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (xA) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, or (yB) the Pool Balance as of the last day of the related Record DateCollection Period. The Trustee hereby agrees to deliver a Reduction Certificate substantially in the form of an Annex to the Servicer Letter of Credit, appropriately completed to the Letter of Credit Bank after each Reset Date if doing so would have the effect of reducing the Servicer Letter of Credit Amount as then in effect. For the purpose of Section 14.07 14.06 or 19.01(i18.01(a), amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any The Servicer Letter of Credit may shall be terminated by the Trustee Trustee, at the written direction of the Servicer, at any time when (i) ______________ is the ServicerServicer and (ii) ______________'s short short-term debt obligations are rated at least equal to the Required Servicer Rating by each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least as specified in clause (b)(ii) above, a letter to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified in clause (b)(ii) above from each other Rating Agency, if any. Notwithstanding the foregoing, if the short short-term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain and deliver to the Trustee an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn) which insurance policy or surety bond, if it shall not replace and reasonably acceptable in form to the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this SectionTrustee, or the Servicer shall remit collections to the Certificate Account on a daily basis pursuant to Section 14.0214.02(a). In addition, the Servicer may allow the Servicer Letter of Credit to expire or direct the Trustee in writing to cancel the Servicer Letter of Credit Credit, in each case for so longlong as the Servicer is required to remit collections to the Certificate Account on a daily basis pursuant to Section 14.02(a). The Servicer shall provide prior notice of such cancellation of the Servicer Letter of Credit pursuant to the immediately preceding sentence to each Rating Agency. The Servicer shall also provide notice of the renewal or expiration, if any, of the Servicer Letter of Credit to each Rating Agency and the Trustee. (c) Notwithstanding the other provisions of this Section, in the event that on any day during a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis as a result of having obtained a Servicer Letter of Credit pursuant to Section 14.02(b), and the aggregate amount of collections described in the first sentence of Section 14.02 and received during such Collection Period exceeds the Servicer Letter of Credit Amount, then the Servicer shall cause all collections in excess of such amount and all other collections received during the remainder of such Collection Period to be deposited into the Certificate Account on a daily basis within two Business Days of receipt.

Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of CreditIf, on with respect to any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 and because the Servicer has obtained a Servicer Letter of Credit, the Servicer shall have failed to make in full the remittances to the Certificate Account pursuant to Section 14.02 14.02(b) required for distribution to Certificateholders on such Distribution Date by 12:00 P.M.9:00 A.M., New York City Los Angeles time, on the Business Day immediately preceding such Distribution Date, the Trustee shall immediately shall, by 11:00 A.M., Los Angeles time, deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Trustee for deposit credit to the Certificate Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (xA) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, or (yB) the Pool Balance as of the last day of the related Record DateCollection Period. The Trustee hereby agrees to deliver a Reduction Certificate substantially in the form of an Annex to the Servicer Letter of Credit, appropriately completed to the Letter of Credit Bank after each Reset Date if doing so would have the effect of reducing the Servicer Letter of Credit Amount as then in effect. For the purpose of Section 14.07 14.06 or 19.01(i18.01(a), amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any The Servicer Letter of Credit may shall be terminated by the Trustee Trustee, at the written direction of the Servicer, at any time when (i) American Honda is the ServicerServicer and (ii) American Honda's short short-term debt obligations are rated at least equal to the Required Servicer Rating by each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least as specified in clause (b)(ii) above, a letter to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified in clause (b)(ii) above from each other Rating Agency, if any. Notwithstanding the foregoing, if the short short-term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain and deliver to the Trustee an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn) which insurance policy or surety bond, if it shall not replace and reasonably acceptable in form to the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this SectionTrustee, or the Servicer shall remit collections to the Certificate Account on a daily basis pursuant to Section 14.0214.02(a). In addition, the Servicer may allow the Servicer Letter of Credit to expire or direct the Trustee in writing to cancel the Servicer Letter of Credit Credit, in each case for so longlong as the Servicer is required to remit collections to the Certificate Account on a daily basis pursuant to Section 14.02(a). The Servicer shall provide prior notice of such cancellation of the Servicer Letter of Credit pursuant to the immediately preceding sentence to each Rating Agency. The Servicer shall also provide notice of the renewal or expiration, if any, of the Servicer Letter of Credit to each Rating Agency and the Trustee. (c) Notwithstanding the other provisions of this Section, in the event that on any day during a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis as a result of having obtained a Servicer Letter of Credit pursuant to Section 14.02(b), and the aggregate amount of collections described in the first sentence of Section 14.02 and received during such Collection Period exceeds the product of the Servicer Letter of Credit Percentage and the Servicer Letter of Credit Amount, then the Servicer shall cause all collections in excess of such amount and all other collections received during the remainder of such Collection Period to be deposited into the Certificate Account on a daily basis within two Business Days of receipt.

Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of Credit, on any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 and the Servicer shall have failed to make in full the remittances to the Certificate Account pursuant to Section 14.02 required for distribution to Certificateholders on such Distribution Date by 12:00 P.M., New York City time, on the Business Day immediately preceding such Distribution Date, the Trustee shall immediately deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Trustee for deposit to the Certificate Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (x) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, or (y) the Pool Balance as of the related Record Date. For the purpose of Section 14.07 or 19.01(i), amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any Servicer Letter of Credit may be terminated by the Trustee at any time when the Servicer's short term debt obligations are rated at least equal to the Required Servicer Rating by each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least as specified above, a letter to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified above from each other Rating Agency, if any. Notwithstanding the foregoing, if the short term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn) which insurance policy or surety bond, if it shall not replace the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this Section, or the Servicer shall remit collections to the Certificate Account on a daily basis pursuant to Section 14.02. In addition, the Servicer may cancel the Servicer Letter of Credit for so longpursuant

Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of CreditIf, on with respect to any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 and because the Servicer has obtained a Servicer Letter of Credit, the Servicer shall have failed to make in full the remittances to the Certificate Account pursuant to Section 14.02 14.02(b) required for distribution to Certificateholders on such Distribution Date by 12:00 P.M.9:00 A.M., New York City Los Angeles time, on the Business Day immediately preceding such Distribution Date, the Trustee shall immediately shall, by 11:00 A.M., Los Angeles time, deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Trustee for deposit credit to the Certificate Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (xA) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, or (yB) the Pool Balance as of the last day of the related Record DateCollection Period. The Trustee hereby agrees to deliver a Reduction Certificate substantially in the form of an Annex to the Servicer Letter of Credit, appropriately completed to the Letter of Credit Bank after each Reset Date if doing so would have the effect of reducing the Servicer Letter of Credit Amount as then in effect. For the purpose of Section 14.07 14.06 or 19.01(i18.01(a), amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any The Servicer Letter of Credit may shall be terminated by the Trustee Trustee, at the written direction of the Servicer, at any time when (i) American Honda is the ServicerServicer and (ii) American Honda's short short-term debt obligations are rated at least equal to the Required Servicer Rating by each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least as specified in clause (b)(ii) above, a letter to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified in clause (b)(ii) above from each other Rating Agency, if any. Notwithstanding the foregoing, if the short short-term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain and deliver to the Trustee an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn) which insurance policy or surety bond, if it shall not replace and reasonably acceptable in form to the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this SectionTrustee, or the Servicer shall remit collections to the Certificate Account on a daily basis pursuant to Section 14.0214.02(a). In addition, the Servicer may allow the Servicer Letter of Credit to expire or direct the Trustee in writing to cancel the Servicer Letter of Credit Credit, in each case for so longlong as the Servicer is required to remit collections to the Certificate Account on a daily basis pursuant to Section 14.02(a). The Servicer shall provide prior notice of such cancellation of the Servicer Letter of Credit pursuant to the immediately preceding sentence to each Rating Agency. The Servicer shall also provide notice of the renewal or expiration, if any, of the Servicer Letter of Credit to each Rating Agency and the Trustee. (c) Notwithstanding the other provisions of this Section, in the event that on any day during a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis as a result of having obtained a Servicer Letter of Credit pursuant to Section 14.02(b), and the aggregate amount of collections described in the first sentence of Section 14.02 and received during such Collection Period exceeds the Servicer Letter of Credit Amount, then the Servicer shall cause all collections in excess of such amount and all other collections received during the remainder of such Collection Period to be deposited into the Certificate Account on a daily basis within two Business Days of receipt.