EXHIBIT 4.6
TO THE REGISTRATION STATEMENT
(6/21/00)
ADMINISTRATION AGREEMENT
among
HONDA AUTO RECEIVABLES [____-___] OWNER TRUST,
as Issuer
AMERICAN HONDA FINANCE CORPORATION,
as Administrator
[____________________],
as Indenture Trustee
and
[____________________],
as Owner Trustee
Dated as of [__________]
TABLE OF CONTENTS
PAGE
1. DUTIES OF THE ADMINISTRATOR.............................................................................2
2. RECORDS.................................................................................................8
3. COMPENSATION............................................................................................8
4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER....................................................8
5. INDEPENDENCE OF THE ADMINISTRATOR.......................................................................8
6. NO JOINT VENTURE........................................................................................8
7. OTHER ACTIVITIES OF ADMINISTRATOR.......................................................................8
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.............................................8
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL........................................................10
10. NOTICES................................................................................................10
11. AMENDMENTS.............................................................................................11
12. SUCCESSOR AND ASSIGNS..................................................................................11
13. GOVERNING LAW..........................................................................................12
14. HEADINGS...............................................................................................12
15. COUNTERPARTS...........................................................................................12
16. SEVERABILITY OF PROVISIONS.............................................................................12
17. NOT APPLICABLE TO AHFC IN OTHER CAPACITIES.............................................................12
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE.........................................12
19. LIMITATION ON LIABILITY OF ADMINISTRATOR...............................................................13
-i-
ADMINISTRATION AGREEMENT, dated as of [__________], among HONDA AUTO
RECEIVABLES [_________-___________] OWNER TRUST, a Delaware business trust (the
"Issuer"), AMERICAN HONDA FINANCE CORPORATION, a California corporation, as
administrator (the "Administrator"), [____________________], a
[______________________], not in its individual capacity but solely as Indenture
Trustee (as defined below), and [____________________], a
[__________________________], not in its individual capacity but solely as Owner
Trustee (as defined below).
W I T N E S S E T H:
WHEREAS, beneficial ownership interests in the Issuer represented by
the Honda Auto Receivables [_________-_________] Owner Trust Asset Backed
Certificates, Class C and Class D (the "Certificates") have been issued in
connection with the formation of the Issuer pursuant to the Trust Agreement,
dated as of [__________] (the "Trust Agreement"), between American Honda
Receivables Corp. ("AHRC"), a California corporation, as depositor, and
[____________________], as owner trustee (the "Owner Trustee") to the owners
thereof (the "Owners");
WHEREAS, the Issuer is issuing the Honda Auto Receivables [___-__]
Owner Trust [___]% Asset Backed Notes Class A-1, the Honda Auto Receivables
[___-__] Owner Trust [___]% Asset Backed Notes Class A-2, the Honda Auto
Receivables [___-__] Owner Trust [___]% Asset Backed Notes Class A-3, and the
Honda Auto Receivables [___-__] Owner Trust [___]% Asset Backed Notes Class B
(collectively, the "Notes") pursuant to the Indenture, dated as of [__________]
(as amended and supplemented from time to time, the "Indenture"), between the
Issuer and [_________], as indenture trustee (the "Indenture Trustee";
capitalized terms used herein and not defined herein shall have the meanings
ascribed thereto in the Indenture, the Trust Agreement or the Sale and Servicing
Agreement, dated as of [__________], among the Issuer, American Honda Finance
Corporation ("AHFC"), as servicer, and AHRC, as seller (the "Sale and Servicing
Agreement"), as the case may be);
WHEREAS, the Issuer has entered into certain agreements in connection
with the issuance of the Certificates and the Notes, including the Purchase
Agreement, dated as of [__________] (the "Purchase Agreement"), between AHFC, as
seller, and AHRC, as purchaser, the Trust Agreement, the Indenture, this
Agreement, the Securities Account Control Agreement, the Yield Supplement
Agreement, the Note Depository Agreement, the Certificate Depository Agreement,
and the Sale and Servicing Agreement (collectively, the "Basic Documents");
WHEREAS, pursuant to the Basic Documents, the Issuer, the Owner Trustee
and the Indenture Trustee are required to perform certain duties in connection
with the Certificates, the Notes and the Collateral;
WHEREAS, the Issuer, the Owner Trustee and the Indenture Trustee desire
to appoint AHFC as administrator to perform certain of the duties of the Issuer,
the Owner Trustee and the Indenture Trustee under the Basic Documents and to
provide such additional services consistent
with the terms of this Agreement and the Basic Documents as the Issuer and
the Owner Trustee may from time to time request; and
WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer, the
Owner Trustee and the Indenture Trustee on the terms set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties agree as follows:
1. DUTIES OF THE ADMINISTRATOR.
(a) DUTIES WITH RESPECT TO THE NOTE DEPOSITORY
AGREEMENT AND THE INDENTURE.
(i) The Administrator agrees to perform all its
duties as Administrator and the duties of the Issuer under the
Note Depository Agreement. In addition, the Administrator
shall consult with the Owner Trustee regarding the duties of
the Issuer under the Indenture and the Note Depository
Agreement. The Administrator shall monitor the performance of
the Issuer and shall advise the Owner Trustee when action by
the Issuer or the Owner Trustee is necessary to comply with
the Issuer's duties under the Indenture and the Note
Depository Agreement. The Administrator shall prepare for
execution by the Issuer or shall cause the preparation by
other appropriate persons of all such documents, reports,
filings, instruments, certificates and opinions as it shall be
the duty of the Issuer to prepare, file or deliver pursuant to
the Indenture and the Note Depository Agreement. In
furtherance of the foregoing, the Administrator shall take all
appropriate action that is the duty of the Issuer to take
pursuant to the Indenture including, without limitation, such
of the foregoing as are required with respect to the following
matters under the Indenture (references are to sections of the
Indenture):
(A) preparing or obtaining the documents and
instruments required for the proper authentication of
Notes and delivering the same to the Indenture
Trustee (Section 2.02);
(B) appointing the Note Registar and giving
the Indenture Trustee notice of any appointment of a
new Note Registrar and the location, or change in
location, of the Note Register (Section 2.04);
(C) preparing the notification to
Noteholders of the final principal payment on their
Notes (Section 2.07(b));
(D) preparing, obtaining and/or filing of
all instruments, opinions and certificates and other
documents required for the release of Collateral
(Section 2.12);
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(E) maintaining an office in the [Borough of
Manhattan, City of New York,] for the registration of
transfer or exchange of Notes (Section 3.02);
(F) causing newly appointed Paying Agents,
if any, to deliver to the Indenture Trustee the
instrument specified in the Indenture regarding funds
held in trust (Section 3.03);
(G) directing the Indenture Trustee to
deposit moneys with Paying Agents, if any, other than
the Indenture Trustee (Section 3.03);
(H) obtaining and preserving or causing the
Owner Trustee to obtain and preserve the Issuer's
qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to
protect the validity and enforceability of the
Indenture, the Notes, the Collateral and each other
instrument and agreement included in the Trust Estate
(Section 3.04);
(I) preparing all supplements, amendments,
financing statements, continuation statements,
instruments of further assurance and other
instruments, in accordance with Section 3.05 of the
Indenture, necessary to protect the Trust Estate
(Section 3.05);
(J) furnishing the required Opinions of
Counsel on the Closing Date and at such other times,
in accordance with Section 3.06 of the Indenture, and
delivering the annual Officer's Certificates and
certain other statements as to compliance with the
Indenture, in accordance with Section 3.09 of the
Indenture (Sections 3.06 and 3.09);
(K) identifying to the Indenture Trustee in
an Officer's Certificate any Person with whom the
Issuer has contracted to perform its duties under the
Indenture (Section 3.07);
(L) notifying the Indenture Trustee and the
Rating Agencies of any Servicer Default pursuant to
the Sale and Servicing Agreement and, if such
Servicer Default arises from the failure of the
Servicer to perform any of its duties under the Sale
and Servicing Agreement, taking all reasonable steps
available to remedy such failure (Section 3.07(d));
(M) preparing and obtaining documents and
instruments required in connection with the
consolidation, merger or transfer of assets of the
Issuer (Section 3.10);
(N) delivering notice to the Indenture
Trustee and each Rating Agency of each Event of
Default and each other default by the Servicer or the
Seller under the Sale and Servicing Agreement
(Section 3.19);
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(O) monitoring the Issuer's obligations as
to the satisfaction and discharge of the Indenture
and the preparation of an Officer's Certificate and
obtaining the Opinion of Counsel and the Independent
Certificate (as defined in the Indenture) related
thereto (Section 4.01);
(P) fixing or causing to be fixed any
specified record date and the notification of the
Indenture Trustee and Noteholders with respect to
special payment dates, if any (Section 5.04);
(Q) removing the Indenture Trustee and
petitioning a court of competent jurisdiction for the
appointment of a successor Indenture Trustee (Section
6.08);
(R) furnishing the Indenture Trustee with
the names and addresses of the Noteholders during any
period when the Indenture Trustee is not the Note
Registrar (Section 7.01);
(S) preparing and, after execution by the
Issuer and the Indenture Trustee, filing with the
Commission and any applicable state agencies of
documents required to be filed on a periodic basis
with the Commission and any applicable state agencies
(including any summaries thereof required by rules
and regulations prescribed thereby), and transmitting
of such summaries to the Noteholders (Section 7.03);
(T) preparing any Issuer Request and
Officer's Certificates and obtaining any Opinions of
Counsel and Independent Certificates necessary for
the release of the Trust Estate (Section 8.04);
(U) preparing Issuer Orders and obtaining
Opinions of Counsel with respect to the execution of
any supplemental indentures, and mailing notices to
the Noteholders and each Rating Agency with respect
thereto (Sections 9.01, 9.02 and 9.03);
(V) executing and delivering new Notes
conforming to the provisions of any supplemental
indenture, as appropriate (Section 9.06);
(W) notifying Noteholders and each Rating
Agency of any redemption of the Notes or causing the
Indenture Trustee to provide such notice (Sections
10.01 and 10.02);
(X) preparing all Officer's Certificates,
Opinions of Counsel and Independent Certificates with
respect to any requests by the Issuer to the
Indenture Trustee to take any action under the
Indenture (Section 11.01(a));
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(Y) preparing and delivering Officer's
Certificates and obtaining Independent Certificates,
if necessary, for the release of property from the
lien of the Indenture (Section 11.01(b));
(Z) notifying the Rating Agencies, upon any
failure of the Indenture Trustee to give such
notification, of the information required pursuant to
Section 11.04 of the Indenture (Section 11.04);
(AA) preparing and delivering to the
Noteholders and the Indenture Trustee any agreements
with respect to alternate payment and notice
provisions (Section 11.06); and
(BB) recording the Indenture, if applicable
(Section 11.15).
(ii) The Administrator also will:
(A) pay the Indenture Trustee from time to
time the reasonable compensation provided for in the
Indenture with respect to services rendered by the
Indenture Trustee under the Indenture (which
compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an
express trust);
(B) reimburse the Indenture Trustee upon its
request for all reasonable expenses, disbursements
and advances incurred or made by the Indenture
Trustee in accordance with any provision of the
Indenture (including the reasonable compensation,
expenses and disbursements of its agents, counsel,
accountants and experts) to the extent the Indenture
Trustee is entitled to such reimbursement by the
Issuer under the Indenture;
(C) reimburse the Delaware Co-Trustee upon
its request for all reasonable expenses,
disbursements and advances incurred or made by the
Delaware Co-Trustee in accordance with any provision
of the Indenture (including the reasonable
compensation, expenses and disbursements of its
agents, counsel, accountants and experts) to the
extent the Delaware Co-Trustee is entitled to such
reimbursement by the Issuer under the Indenture;
(D) indemnify the Indenture Trustee for, and
hold it harmless against, any losses, liability or
expense incurred without negligence or bad faith on
the part of the Indenture Trustee, arising out of or
in connection with the acceptance or administration
of the trusts and duties contemplated by the
Indenture, including the reasonable costs and
expenses of defending itself against any claim or
liability in connection therewith to the extent the
Indenture Trustee is entitled to such indemnification
from the Issuer under the Indenture;
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(E) indemnify the Owner Trustee for, and
hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on
the part of the Owner Trustee, arising out of or in
connection with the acceptance or administration of
the transactions contemplated by the Basic Documents,
including the reasonable costs and expenses of
defending itself against any claim or liability in
connection with the exercise or performance of any of
their powers or duties under the Trust Agreement; and
(F) indemnify the Delaware Co-Trustee for,
and hold it harmless against, any loss, liability or
expense incurred without negligence or bad faith on
the part of the Delaware Co-Trustee, arising out of
or in connection with the acceptance or
administration of the transactions contemplated by
the Trust Agreement, including the reasonable costs
and expenses of defending itself against any claim or
liability in connection with the exercise or
performance of any of its powers or duties under the
Trust Agreement.
(b) ADDITIONAL DUTIES.
(i) In addition to the duties of the Administrator
set forth above, the Administrator shall perform such
calculations, and shall prepare for execution by the Issuer or
the Owner Trustee or shall cause the preparation by other
appropriate persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty
of the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Basic Documents, and at the request of the
Owner Trustee shall take all appropriate action that it is the
duty of the Issuer or the Owner Trustee to take pursuant to
the Basic Documents. Subject to Section 5 of this Agreement,
and in accordance with the reasonable written directions of
the Owner Trustee, the Administrator shall administer, perform
or supervise the performance of such other activities in
connection with the Collateral (including the Basic Documents)
as are not covered by any of the foregoing provisions and as
are expressly requested by the Owner Trustee and are
reasonably within the capability of the Administrator.
(ii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall
be responsible for promptly notifying the Owner Trustee in the
event that any withholding tax is imposed on the Issuer's
payments (or allocations of income) to a Certificateholder as
contemplated in Section 5.02(c) of the Trust Agreement. Any
such notice shall specify the amount of any withholding tax
required to be withheld by the Owner Trustee pursuant to such
provision.
(iii) Notwithstanding anything in this Agreement or
the Basic Documents to the contrary, the Administrator shall
be responsible for performance of the duties of the Owner
Trustee set forth in Section 5.05(a), (b),
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(c) and (d) of the Trust Agreement with respect to, among
other things, accounting and reports to the Certificateholder;
PROVIDED, HOWEVER, that the Owner Trustee shall remain
exclusively responsible for the distribution of the Schedule
K-1s necessary to enable each Certificateholder to prepare its
federal and state income tax returns.
(iv) The Administrator shall satisfy its obligations
with respect to clauses (ii) and (iii) above by retaining, at
the expense of the Issuer payable by the Administrator, a firm
of independent public accountants (the "Accountants")
acceptable to the Owner Trustee which shall perform the
obligations of the Administrator thereunder. In connection
with paragraph (ii) above, the Accountants will provide prior
to [_________________], a letter in form and substance
satisfactory to the Owner Trustee as to whether any tax
withholding is then required and, if required, the procedures
to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to
update the letter in each instance that any additional tax
withholding is subsequently required or any previously
required tax withholding shall no longer be required.
(v) The Administrator shall perform the duties of
the Administrator specified in Section 10.02 of the Trust
Agreement required to be performed in connection with the
resignation or removal of the Owner Trustee, and any other
duties expressly required to be performed by the Administrator
under the Trust Agreement.
(vi) In carrying out the foregoing duties or any of
its other obligations under this Agreement, the Administrator
may enter into transactions with or otherwise deal with any of
its Affiliates; PROVIDED, HOWEVER, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Issuer and shall be, in the
Administrator's opinion, no less favorable to the Issuer than
would be available from unaffiliated parties.
(c) NON-MINISTERIAL MATTERS.
(i) With respect to matters that in the reasonable
judgment of the Administrator are non-ministerial, the
Administrator shall not take any action unless within a
reasonable time before the taking of such action the
Administrator shall have notified the Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld
consent or provided an alternative direction. For the purpose
of the preceding sentence, "non-ministerial matters" shall
include, without limitation:
(A) the amendment of the Indenture or
execution of any supplement to the Indenture;
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(B) the initiation of any claim or lawsuit
by the Issuer and the compromise of any action, claim
or lawsuit brought by or against the Issuer (other
than in connection with the collection of the
Receivables);
(C) the amendment, change or modification of
any of the Basic Documents;
(D) the appointment of successor Note
Registrars, successor Paying Agents or successor
Indenture Trustees pursuant to the Indenture or the
appointment of successor Administrators or Successor
Servicers, or the consent to the assignment by the
Note Registrar, Paying Agent or Indenture Trustee of
its obligations, in each case under the Indenture;
and
(E) the removal of the Indenture Trustee.
(ii) Notwithstanding anything to the contrary in
this Agreement, the Administrator shall not be obligated to,
and shall not (x) make any payments to the Noteholders under
the Basic Documents, (y) sell the Trust Estate pursuant to
Section 5.04 of the Indenture or (z) take any other action
that the Issuer directs the Administrator not to take on its
behalf.
2. RECORDS. The Administrator shall maintain appropriate books
of account and records relating to services performed hereunder, which books
of account and records shall be accessible for inspection by the Issuer, the
Owner Trustee and the Indenture Trustee at any time during normal business
hours upon reasonable advance written notice.
3. COMPENSATION. As compensation for the performance of the
Administrator's obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to a fee of
$200.00 per month which shall be solely an obligation of the Servicer.
4. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.
5. INDEPENDENCE OF THE ADMINISTRATOR. For all purposes of this
Agreement, the Administrator shall be an independent contractor and shall not
be subject to the supervision of the Issuer, the Owner Trustee or the
Indenture Trustee with respect to the manner in which it accomplishes the
performance of its obligations hereunder. Unless expressly authorized by the
Issuer hereunder or otherwise, the Administrator shall have no authority to
act for or represent the Issuer, the Owner Trustee or the Indenture Trustee,
and shall not otherwise be or be deemed an agent of the Issuer, the Owner
Trustee or the Indenture Trustee.
6. NO JOINT VENTURE. Nothing contained in this Agreement shall
(i) constitute the Administrator and any of the Issuer, the Owner Trustee or
the Indenture Trustee as members of any partnership, joint venture,
association, syndicate, unincorporated business or other
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separate entity, (ii) be construed to impose any liability as such on any of
them or (iii) be deemed to confer on any of them any express, implied or
apparent authority to incur any obligation or liability on behalf of the
others.
7. OTHER ACTIVITIES OF ADMINISTRATOR. Nothing herein shall
prevent the Administrator or its Affiliates from engaging in other businesses
or, in its or their sole discretion, from acting as an administrator for any
other person or entity, or in a similar capacity therefor, even though such
person or entity may engage in business activities similar to those of the
Issuer, the Owner Trustee or the Indenture Trustee.
8. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.
(a) This Agreement shall continue in force until the
dissolution of the Issuer, upon which event this Agreement shall
automatically terminate.
(b) Subject to Sections 8(e) and 8(f), the Administrator
may resign by providing the Issuer with at least 30 days' prior
written notice.
(c) Subject to Sections 8(e) and 8(f), the Issuer may remove
the Administrator without cause if so instructed by the Owner Trustee
or the Indenture Trustee in writing and the Issuer has provided (i) the
Administrator or the Owner Trustee and Indenture Trustee with at least
10 days' prior written notice that such removal might or would result
in a Rating Agency Condition and (ii) each Rating Agency with at least
10 days' written notice of such removal.
(d) Subject to Sections 8(e) and 8(f), at the sole option
of the Issuer, the Administrator may be removed immediately upon
written notice of termination from the Issuer to the Administrator if
any of the following events shall occur:
(i) the Administrator shall fail to perform in any
material respect any of its duties under this Agreement and,
after notice of such default, shall not cure such default
within 10 days (or, if such default cannot be cured in such
time, shall not give within 10 days such assurance of timely
and complete cure as shall be reasonably satisfactory to the
Issuer);
(ii) the entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a trustee in bankruptcy,
conservator, receiver or liquidator for the Administrator in
any bankruptcy, insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings, or for the
winding up or liquidation of their respective affairs, and the
continuance of any such decree or order unstayed and in effect
for a period of 90 consecutive days; or
(iii) the consent by the Administrator to the
appointment of a trustee in bankruptcy, conservator or
receiver or liquidator in any bankruptcy, insolvency,
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readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Administrator of or
relating to substantially all of their property, or the
Administrator shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.
The Administrator agrees that if any of the events
specified in clauses (ii) or (iii) of this Section shall occur, it
shall give written notice thereof to the Issuer, the Owner Trustee and
the Indenture Trustee within seven days after the occurrence of such
event.
(e) No resignation or removal of the Administrator pursuant
to this Section shall be effective until (i) a successor Administrator
shall have been appointed by the Issuer and (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of
this Agreement on substantially the same terms as the Administrator is
bound hereunder.
(f) The resignation or removal of the Administrator or the
appointment of any successor Administrator shall be effective only
after each Rating Agency has provided to the Owner Trustee and the
Indenture Trustee written notice that such resignation or removal or
proposed appointment will not result in the reduction or withdrawal of
any rating then assigned by such Rating Agency to any Class of Notes or
the Class C Certificates.
(g) Subject to Section 8(e) and 8(f), the Administrator
acknowledges that upon the appointment of a Successor Servicer pursuant
to the Sale and Servicing Agreement, the Administrator shall
immediately resign and such Successor Servicer shall automatically
succeed to the rights, duties and obligations of the Administrator
under this Agreement.
9. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly
upon the effective date of termination of this Agreement pursuant to Section
8(a) or the resignation or removal of the Administrator pursuant to Section
8(b) or (c) or (d), the Administrator shall be entitled to be paid all fees
and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such
termination pursuant to Section 8(a) deliver to or to the order of the Issuer
all property and documents of or relating to the Collateral then in the
custody of the Administrator. In the event of the resignation or removal of
the Administrator pursuant to Section 8(b) or (c) or (d), the Administrator
shall cooperate with the Issuer and take all reasonable steps requested to
assist the Issuer in making an orderly transfer of the duties of the
Administrator.
10. NOTICES. Any notice, report or other communication given
hereunder shall be in writing and addressed as follows:
(a) if to the Issuer or the Owner Trustee, to:
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Honda Auto Receivables [_____-___] Owner Trust
In care of: ________________________
[____________________________________]
Attention: Honda Auto Receivables [_____-___]
Owner Trust
with a copy to
Honda Auto Receivables [_____-___] Owner Trust
In care of: American Honda Finance Corporation
000 Xxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: _________
(b) if to the Administrator, to:
American Honda Finance Corporation
000 Xxx Xxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: _____________
(c) if to the Indenture Trustee, to:
[_________________________________]
[_________________________________]
[_________________________________]
Attention: Honda Auto Receivables [___-___]
Owner Trust
or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand delivered
to the address of such party as provided above.
11. AMENDMENTS. This Agreement may be amended by the Issuer,
the Owner Trustee, the Indenture Trustee and the Administrator, without the
consent of any of the Noteholders or the Certificateholders, to cure any
ambiguity, to correct or supplement any provisions in this Agreement or for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement if (a) the Indenture
Trustee and Owner Trustee receive an Opinion of Counsel to the effect that
such action will not adversely affect in any material respect the interests
of any Noteholder or Certificateholder, or (b) the Indenture Trustee or Owner
Trustee, as the case may be, has received the consent of (i) the Holders of
at least 51% of the Outstanding Amount of the Class A Notes acting as a
single Class (without the consent of any Holder of a Class B Note) or (ii)
after the Class A Notes have been paid in full, the Holders of at least 51%
of the Outstanding Amount of the Class B Notes (in each case excluding for
the purpose of calculating the Outstanding Amount any Notes held of record or
beneficially owned by AHFC, AHRC or any of their Affiliates) or (iii) if the
Class B Notes have been paid in full, the Holders of Trust Certificates
representing at least 51% of the Certificate Balance.
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12. SUCCESSOR AND ASSIGNS. This Agreement may not be assigned
by the Administrator unless such assignment is consented to in writing by the
Issuer, the Owner Trustee and the Indenture Trustee, and the conditions
precedent to appointment of a successor Administrator set forth in Section 8
are satisfied. An assignment with such consent and satisfaction, if accepted
by the assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this
Agreement may be assigned by the Administrator without the consent of the
Issuer, the Owner Trustee and the Indenture Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator, provided that such successor organization
executes and delivers to the Issuer, the Owner Trustee and the Indenture
Trustee an agreement in which such corporation or other organization agrees
to be bound hereunder by the terms of said assignment in the same manner as
the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.
13. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
14. HEADINGS. The section headings hereof have been inserted
for convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in
counterparts, each of which when so executed shall together constitute but
one and the same agreement.
16. SEVERABILITY OF PROVISIONS. If any one or more of the
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid or unenforceable in any jurisdiction, then such
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no
way affect the validity or enforceability of the other provisions of this
Agreement or the other rights of the parties hereto.
17. NOT APPLICABLE TO AHFC IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any obligation, right or benefit AHFC may have in any
other capacity or under any Basic Document.
18. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
TRUSTEE. Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by [_________________], not in its
individual capacity but solely in its capacity as Owner Trustee of the
Issuer, and [_________________], not in its individual capacity but solely in
its capacity as Indenture Trustee under the Indenture and in no event shall
[_________________] in its individual capacity, [________________], in its
individual capacity, or any Certificateholder have any liability for the
representations, warranties, covenants, agreements or other obligations of
the Issuer hereunder or in any of the certificates,
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notices or agreements delivered pursuant hereto, as to all of which recourse
shall be had solely to the assets of the Issuer.
19. LIMITATION ON LIABILITY OF ADMINISTRATOR. Neither the
Administrator nor any of the directors, officers, employees or agents of the
Administrator shall be under any liability to the Seller, the Issuer, the
Noteholders or the Certificateholders, except as provided under this
Administration Agreement, for any action taken or for refraining from the
taking of any action pursuant to this Administration Agreement or for errors
in judgment; provided, however, that this provision shall not protect the
Administrator or any such person against any liability that would otherwise
be imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties under this Administration Agreement. The Administrator and any
director, officer, employee or agent of the Administrator may rely in good
faith on any document of any kind prima facie properly executed and submitted
by any person respecting any matters arising under this Administration
Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.
HONDA AUTO RECEIVABLES [____-___] OWNER TRUST
By: [_________________________________]
not in its individual capacity but solely as
Owner Trustee
By:___________________________________
Name:
Title:
[______________________________], not in its
individual capacity but solely as Indenture
Trustee
By:________________________________________
Name:
Title:
AMERICAN HONDA FINANCE
CORPORATION,
as Administrator
By:________________________________________
Name:
Title:
[__________________________________________]
, not in its individual capacity but solely
as Owner Trustee
By:________________________________________
Name:
Title:
