FORM OF 1999-A SUBI CERTIFICATES PURCHASE AND SALE AGREEMENT
THIS 1999-A SUBI CERTIFICATES PURCHASE AND SALE AGREEMENT (as supplemented,
amended or restated from time to time, the "1999-A SUBI Certificates Purchase
and Sale Agreement") is dated as of [ ] by and among HONDA TITLING A
L.P. ("HTA LP") and HONDA TITLING B L.P. ("HTB LP"), each a Delaware limited
partnership, as UTI beneficiaries (in such capacities, the "UTI Beneficiaries"),
and HONDA TITLING C L.P. ("HTC LP") and HONDA TITLING D L.P. ("HTD LP"), each a
Delaware limited partnership.
RECITALS
A. HTA LP and HTB LP, as Grantors and UTI Beneficiaries, the
Servicer, the Origination Trustee, the Delaware Trustee, and, for certain
limited purposes set forth therein, U.S. Bank, as Trust Agent, have entered
into that Second Amended and Restated Trust and Servicing Agreement, dated as
of April 1, 1998, amending and restating that certain Trust and Servicing
Agreement, dated as of September 1, 1997, among the same parties, amending
and restating that certain Trust Agreement, dated July 17, 1997, among the
same parties (as supplemented, amended or restated from time to time, the
"Origination Trust Agreement"), pursuant to which the Honda Lease Trust (the
"Origination Trust") was formed for the purpose of, among other things,
taking assignments and conveyances of, and holding in trust and dealing in,
various Trust Assets. Capitalized terms used and not defined in these
Recitals have the meanings given in the Agreement of Definitions described in
Section 1.01 hereof.
B. The Origination Trust Agreement contemplates that certain of
the Trust Assets, other than those previously identified on the Origination
Trust's books and records as Other SUBI Assets and allocated to a separate
SUBI Sub-Trust, may be allocated to a SUBI Sub-Trust and thenceforth
constitute SUBI Assets within such SUBI Sub-Trust, and that in connection
with any such allocation the Origination Trustee shall create a SUBI at the
direction of the UTI Beneficiaries and shall issue to, or to the order of,
the UTI Beneficiaries one or more SUBI Certificates evidencing such SUBI, and
the related SUBI Beneficiaries and their permitted assignees generally will
be entitled to the net cash flows arising from, but only from, such SUBI
Assets.
C. Concurrently herewith, HTA LP and HTB LP, as Grantors and UTI
Beneficiaries, HTC LP and HTD LP, as Transferors, the Servicer, the
Origination Trustee, the Delaware Trustee and U.S. Bank, as Trust Agent and,
for certain limited purposes set forth therein, as 1999-A Owner Trustee, are
entering into that certain 1999-A SUBI Supplement to Second Amended and
Restated Trust and Servicing Agreement dated as of [ ] (as
amended, supplemented or restated from time to time, the "1999-A SUBI
Supplement"), pursuant to which the parties thereto have agreed to supplement
the terms of the Origination Trust Agreement to cause the Origination Trustee
to (i) identify a portfolio of Trust Assets (the "1999-A SUBI Assets") to be
designated to a SUBI Portfolio (the "1999-A SUBI Portfolio") (ii) allocate
such 1999-A SUBI Assets to a SUBI Sub-Trust (the "1999-A SUBI Sub-Trust"),
(iii)
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create the related 1999-A SUBI and (iv) create and issue to or to the
order of (a) HTA LP one certificate representing a 98.01% interest in the
1999-A SUBI (the "HTA LP/HTC LP 1999-A SUBI Certificate") and one certificate
representing a 0.99% interest in the 1999-A SUBI (the "HTA LP/HTD LP 1999-A
SUBI Certificate"), and (b) HTB LP one certificate representing a 0.99%
interest in the 1999-A SUBI (the "HTB LP/HTC LP 1999-A SUBI Certificate") and
one certificate representing a 0.01% interest in the 1999-A SUBI (the "HTB
LP/HTD LP 1999-A SUBI Certificate" and, together with the HTA LP/HTC LP
1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate and the
HTB LP/HTD LP 1999-A SUBI Certificate, the "HTA LP/HTB LP 1999-A SUBI
Certificates").
D. Pursuant to the 1999-A SUBI Supplement, the parties hereto and
thereto desire that, concurrently herewith, U.S. Bank, as securities
intermediary (as defined in Section 8-102 of the UCC) (in such capacity, the
"1999-A SUBI Securities Intermediary"), establish two securities accounts (as
defined in Section 8-501 of the UCC) as follows: (i) a securities account in
the name of and for the benefit of HTA LP (the "HTA LP 1999-A SUBI Securities
Account") pursuant to that certain HTA LP 1999-A SUBI Securities Account
Control Agreement, dated as of [ ], between HTA LP and the 1999-A
SUBI Securities Intermediary (the "HTA LP 1999-A Securities SUBI Account
Control Agreement"), into which the HTA LP/HTC LP 1999-A SUBI Certificate and
the HTA LP/HTD LP 1999-A SUBI Certificate will be transferred and held until
such time as HTA LP directs the 1999-A SUBI Securities Intermediary to debit
the HTA LP 1999-A SUBI Securities Account to reflect the transfer of the HTA
LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A SUBI
Certificate pursuant to a Securitization and (ii) a securities account in the
name of and for the benefit of HTB LP (the "HTB LP 1999-A SUBI Securities
Account") pursuant to that certain HTB LP 1999-A SUBI Securities Account
Control Agreement, dated as of [ ] between HTB LP and the 1999-A
SUBI Securities Intermediary (the "HTB LP 1999-A SUBI Securities Account
Control Agreement") into which the HTB LP/HTC LP 1999-A SUBI Certificate and
the HTB LP/HTD LP 1999-A SUBI Certificate will be transferred and held until
such time as HTB LP directs the 1999-A SUBI Securities Intermediary to debit
the HTB LP 1999-A SUBI Securities Account to reflect the transfer of the HTB
LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI
Certificate pursuant to a Securitization.
E. Concurrently herewith, the Origination Trustee, on behalf of the
Origination Trust, and the Servicer are entering into the 1999-A Servicing
Supplement (as amended, supplemented or restated from time to time, the "1999-A
Servicing Supplement") pursuant to which, among other things, the terms of the
Origination Trust Agreement and the Servicing Agreement, dated April 1, 1998, by
and among the UTI Beneficiaries, the Servicer and the Origination Trust will be
supplemented insofar as they apply solely to the servicing of the 1999-A SUBI
Sub-Trust created hereby to provide for further specific servicing obligations
that will benefit the SUBI Beneficiaries with respect to the 1999-A SUBI created
by the 1999-A SUBI Supplement.
F. The parties hereto desire to enter into this 1999-A SUBI
Certificates Purchase and Sale Agreement to provide for the sale, without
recourse, by the UTI Beneficiaries to HTC LP and HTD LP of all of the UTI
Beneficiaries' respective right, title and interest in and to the 1999-A SUBI
and the HTA/HTB 1999-A SUBI Certificates, all monies due thereon and paid
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thereon in respect thereof and the right to realize on any property that may be
deemed to secure the 1999-A SUBI, and all proceeds thereof. In connection
herewith, (1) HTA LP will transfer (a) the HTA LP/HTC LP 1999-A SUBI Certificate
to HTC LP and (b) the HTA LP/HTD LP 1999-A SUBI Certificate to HTD LP, and (2)
HTB LP will transfer (a) the HTB LP/HTC LP 1999-A SUBI Certificate to HTC LP and
(b) the HTB LP/HTD LP 1999-A SUBI Certificate to HTD LP, all consideration of
the pro rata cash payment to the UTI Beneficiaries of an amount equal to the
Aggregate Net Investment Value of the 1999-A SUBI as of [ ] (the
"Cutoff Date"), based on their respective share of the 1999-A SUBI less the cost
and expenses of the Securitization and the value of any securities issued in
connection with the Securitization and retained by the HTC LP and HTD LP.
G. Concurrently herewith, HTC LP and HTD LP will submit the HTA
LP/HTB LP 1999-A SUBI Certificates to the Origination Trustee and direct the
Origination Trustee to issue four new SUBI Certificates as follows: (i) one
certificate to HTC LP representing a 98.802% beneficial interest in the
1999-A SUBI (the "HTC LP 1999-A SUBI Certificate"), (ii) one certificate to
HTD LP representing a 0.998% beneficial interest in the 1999-A SUBI (the "HTD
LP 1999-A SUBI Certificate" and, together with the HTC LP 1999-A SUBI
Certificate, the "1999-A SUBI Certificates"), (iii) one certificate to HTC LP
representing a 0.198% beneficial interest in the 1999-A SUBI (the "HTC LP
Retained 1999-A SUBI Certificate") and (iv) one certificate to HTD LP
representing a 0.002% beneficial interest in the 1999-A SUBI (the "HTD LP
Retained 1999-A SUBI Certificate" and, together with the HTC LP Retained
1999-A SUBI Certificate, the "Retained 1999-A SUBI Certificates"). The
1999-A SUBI Certificates shall be exclusive of proceeds of the Residual Value
Insurance Policy or other residual value insurance policies relating to the
1999-A Contracts and 1999-A Leased Vehicles.
H. Concurrently herewith, the 1999-A SUBI Securities Intermediary
will establish a securities account (as defined in Section 8-501 of the UCC)
in the name of and for the benefit of HTC LP (the "HTC LP 1999-A SUBI
Securities Account") pursuant to that certain HTC LP 1999-A SUBI Securities
Account Control Agreement dated as of [ ], between HTC LP and the
1999-A SUBI Securities Intermediary (the "HTC LP 1999-A SUBI Securities
Account Control Agreement") into which the HTC LP 1999-A SUBI Certificate and
the HTC LP Retained 1999-A SUBI Certificate will initially be transferred and
held until such time as HTC LP directs the 1999-A SUBI Securities
Intermediary to debit the HTC LP 1999-A SUBI Securities Account to reflect
the transfer of the HTC LP 1999-A SUBI Certificate pursuant to a
Securitization involving the 1999-A SUBI.
I. Concurrently herewith, the 1999-A SUBI Securities Intermediary
will establish a securities account (as defined in Section 8-501 of the UCC)
in the name of and for the benefit of HTD LP (the "HTD LP 1999-A SUBI
Securities Account") pursuant to that certain HTD LP 1999-A SUBI Securities
Account Control Agreement dated as of [ ], between HTD LP and the
1999-A SUBI Securities Intermediary (the "HTD LP 1999-A SUBI Securities Account
Control Agreement") into which the HTD LP 1999-A SUBI Certificate and the HTD
LP Retained 1999-A SUBI Certificate will initially be transferred and held
until such time as HTD LP directs the 1999-A SUBI Securities Intermediary to
debit the HTD LP 1999-A SUBI Securities Account to reflect the transfer of
the HTD LP 1999-A SUBI Certificate pursuant to a Securitization involving the
1999-A SUBI.
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J. Concurrently herewith, the 1999-A SUBI Securities Intermediary
will establish a securities account (as defined in Section 8-501 of the UCC)
in the name of and for the benefit of the 1999-A Securitization Trust (the
"99.8% 1999-A SUBI Securities Account") pursuant to that certain 99.8% 1999-A
SUBI Securities Account Control Agreement dated as of [ ], between the
1999-A Owner Trustee, on behalf of the 1999-A Securitization Trust, and the
1999-A SUBI Securities Intermediary (the "99.8% 1999-A SUBI Securities
Account Control Agreement"), into which the HTC LP 1999-A SUBI Certificate
will be transferred from the HTC LP 1999-A SUBI Securities Account and the
HTD LP 1999-A SUBI Certificate will be transferred from the HTD LP 1999-A
SUBI Securities Account, respectively, and held until such time as the 1999-A
Owner Trustee directs the 1999-A SUBI Securities Intermediary to debit the
[99.8% 1999-A SUBI Securities Account to reflect the transfer of the HTC LP
1999-A SUBI Certificate and the HTD LP 1999-A SUBI Certificate to the 1999-A
Securitization Trust pursuant to the Securitization involving the 1999-A
SUBI].
K. Concurrently herewith, HTC LP, HTD LP, U.S. Bank, as owner
trustee (in such capacity, the "1999-A Owner Trustee"), The Bank of New York, as
indenture trustee ("1999-A Indenture Trustee") and Wilmington Trust Company, as
Delaware owner trustee (the "Delaware Owner Trustee"), are entering into that
certain securitization trust agreement, dated as of [ ] (the "1999-A
Securitization Trust Agreement") pursuant to which the securitization trust (the
"1999-A Securitization Trust") will be formed and pursuant to which HTC LP and
HTD LP will transfer to the 1999-A Securitization Trust the 1999-A SUBI
Certificates, the 1999-A Indenture Trustee will issue the Notes and the 1999-A
Securitization Trust will issue the Certificates and deliver the Notes to HTC LP
and HTD LP. The HTC LP Retained 1999-A SUBI Certificate and the HTD LP Retained
1999-A SUBI Certificate will be retained by HTC LP and HTD LP, respectively.
L. Concurrently herewith, the 1999-A Indenture Trustee and the
1999-A Owner Trustee are entering into that certain indenture, dated as of
[ ] (the "Indenture"), pursuant to which the 1999-A Indenture
Trustee will issue the Notes and the 1999-A Owner Trustee will grant a
security interest in all of the assets held by the 1999-A Securitization
Trust, including the 1999-A SUBI Certificates, to the 1999-A Indenture
Trustee to secure the 1999-A Owner Trustee's obligations under the Indenture.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
ARTICLE ONE
DEFINITIONS
SECTION 1.01. DEFINITIONS.
For all purposes of this 1999-A SUBI Certificates Purchase and Sale
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed thereto in the Agreement of
Definitions, dated as of [ ] (as amended, supplemented or restated
from time to time, the "Agreement of Definitions"), by and among the Origination
Trustee, the
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Delaware Trustee, the Servicer, HTA LP, HTB LP, HTC LP, HTD LP, the Delaware
Owner Trustee, the 1999-A Indenture Trustee and U.S. Bank, as trust agent and
as owner trustee. In the event of any conflict between a definition set
forth herein and in the Agreement of Definitions, the definition set forth
herein shall prevail.
SECTION 1.02. INTERPRETATION.
For all purposes of this 1999-A SUBI Certificates Purchase and Sale
Agreement, except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this 1999-A SUBI Certificates Purchase and
Sale Agreement include, as appropriate, all genders and the plural as well as
the singular, (ii) references to this 1999-A SUBI Certificates Purchase and Sale
Agreement include all Exhibits and Schedules hereto, (iii) references to words
such as "herein", "hereof" and the like shall refer to this 1999-A SUBI
Certificates Purchase and Sale Agreement as a whole and not to any particular
part, Article or Section within this 1999-A SUBI Certificates Purchase and Sale
Agreement, (iv) references to a section such as "Section 2.01" or an Article
such as "Article Two" shall refer to the applicable Section or Article of this
1999-A SUBI Certificates Purchase and Sale Agreement, (v) the term "include" and
all variations thereof shall mean "include without limitation", (vi) the term
"or" shall mean "and/or", (vii) the term "proceeds" shall have the meaning
ascribed to such term in the UCC, (viii) the phrase "Origination Trustee, acting
on behalf of the Origination Trust," or words of similar import, shall be deemed
to refer to the Origination Trustee, acting on behalf of the Honda Lease Trust
and all beneficiaries thereof and (ix) the phrase "1999-A Owner Trustee, acting
on behalf of the 1999-A Securitization Trust," or words of similar import, shall
be deemed to refer to the 1999-A Owner Trustee, acting on behalf of the Honda
Auto Lease Trust 1999-A and all beneficiaries thereof.
ARTICLE TWO
PURCHASE AND SALE OF 1999-A SUBI
SECTION 2.01. SALE OF 1999-A SUBI.
(a) In consideration of HTC LP's delivery to, or upon the order of, (i)
cash to HTA LP in the amount of $_________ and cash to HTB LP in the amount
of $_________, representing the cash proceeds from the sale of the Notes net
of certain expenses, and (ii) (A) $_________ evidenced by a subordinated
non-recourse promissory note in favor of HTA LP in the amount of $_________
and (B) $_________ evidenced by a subordinated non-recourse promissory note
in favor of HTB LP in the amount of $_________, each of the UTI Beneficiaries
does hereby absolutely sell, assign and otherwise convey to HTC LP, without
recourse, and HTC LP does hereby purchase and acquire, as of the date set
forth above:
(1) all right, title and interest in and to the 1999-A SUBI evidenced
by the HTA LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI
Certificate, and all monies due thereon and paid thereon or in respect thereof;
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(2) the right to realize upon any property that underlies or may be
deemed to secure the 1999-A SUBI to the extent of amounts payable under the HTA
LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate;
and
(3) all proceeds of the foregoing.
(b) In consideration of HTD LP's delivery to, or upon the order of, (i)
cash to HTA LP in the amount of $_________ and cash to HTB LP in the amount
of $_________, representing the cash proceeds from the sale of the Notes net
of certain expenses, and (ii) (A) $_________ evidenced by a subordinated
non-recourse promissory note in favor of HTA LP in the amount of $_________
and (B) $_________ evidenced by a subordinated non-recourse promissory note
in favor of HTB LP in the amount of $_________, each of the UTI Beneficiaries
does hereby absolutely sell, assign and otherwise convey to HTD LP, without
recourse, and HTD LP does hereby purchase and acquire, as of the date set
forth above:
(1) all right, title and interest in and to the 1999-A SUBI evidenced
by the HTA LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI
Certificate, and all monies due thereon and paid thereon or in respect thereof;
(2) the right to realize upon any property that underlies or may be
deemed to secure the 1999-A SUBI to the extent of amounts payable under the HTA
LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate;
and
(3) all proceeds of the foregoing.
(c) It is the express and specific intent of the parties that the transfer
of the HTA LP/HTC LP 1999-A SUBI Certificate and the 1999-A SUBI represented
thereby and the HTB LP/HTC LP 1999-A SUBI Certificate and the 1999-A SUBI
represented thereby from HTA LP and HTB LP to HTC LP, as provided for in this
1999-A SUBI Certificates Purchase and Sale Agreement, is and shall be construed
for all purposes as a true, complete and absolute sale of the HTA LP/HTC LP
1999-A SUBI Certificate and the 1999-A SUBI represented thereby and the HTB
LP/HTC LP 1999-A SUBI Certificate and the 1999-A SUBI represented thereby and
all of the related property and rights as described in subsection (a) above.
The parties hereto represent and agree that the HTA LP/HTC LP 1999-A SUBI
Certificate and the 1999-A SUBI represented thereby and the HTB LP/HTC LP 1999-A
SUBI Certificate and the 1999-A SUBI represented thereby are hereby transferred
from HTA LP and HTB LP to HTC LP for fair consideration and without the intent
to hinder, delay or defraud creditors of HTA LP, HTB LP or HTC LP.
(d) It is the express and specific intent of the parties that the transfer
of the HTA LP/HTD LP 1999-A SUBI Certificate and the 1999-A SUBI represented
thereby and the HTB LP/HTD LP 1999-A SUBI Certificate and the 1999-A SUBI
represented thereby from HTA LP and HTB LP to HTD LP, as provided for in this
1999-A SUBI Certificates Purchase and Sale Agreement, is and shall be construed
for all purposes as a true, complete and absolute sale of the HTA LP/HTD LP
1999-A SUBI Certificate and the 1999-A SUBI represented thereby and the HTB
LP/HTD LP 1999-A SUBI Certificate and the 1999-A SUBI represented thereby and
all of the related property and rights as described in subsection (b) above.
The parties hereto represent
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and agree that the HTA LP/HTD LP 1999-A SUBI Certificate and the 1999-A SUBI
represented thereby and the HTB LP/HTD LP 1999-A SUBI Certificate and the
1999-A SUBI represented thereby are hereby transferred from HTA LP and HTB LP
to HTD LP for fair consideration and without the intent to hinder, delay or
defraud creditors of HTA LP, HTB LP or HTD LP.
(e) In connection with the foregoing conveyances to HTC LP, each of HTA LP
and HTB LP agree to record and file, at its own expense, a financing statement
with respect to the HTA LP/HTC LP 1999-A SUBI Certificate and the 1999-A SUBI
represented thereby and the HTB LP/HTC LP 1999-A SUBI Certificate and the 1999-A
SUBI represented thereby and all of the related property and rights specified in
subsection (a) above necessary (i) to provide third parties with notice of the
conveyance hereunder and (ii) to perfect the sale of the HTA LP/HTC LP 1999-A
SUBI Certificate and the 1999-A SUBI represented thereby, the HTB LP/HTC LP
1999-A SUBI Certificate and the 1999-A SUBI represented thereby and the proceeds
thereof to HTC LP (as well as to file any continuation statements required by
applicable state law to maintain the perfection afforded by the filing of such
financing statement), and to deliver a file-stamped copy of each such financing
statement (or continuation statement) or other evidence of such filings (which
may, for purposes of this Section 2.01(e), consist of telephone confirmation of
such filing with the file stamped copy of each such filing to be provided to HTC
LP in due course), as soon as is practicable after receipt by HTA LP and HTB LP
thereof.
The parties hereto intend that the conveyances to HTC LP hereunder be a sale.
In the event that the conveyances hereunder are for any reason not considered a
sale, the conveyances described above and all filings described in the foregoing
paragraph shall give HTC LP a first priority perfected security interest in, to
and under the property and rights conveyed hereunder and all proceeds of any of
the foregoing and this 1999-A SUBI Certificates Purchase and Sale Agreement
shall constitute a security agreement under applicable law.
(f) In connection with the foregoing conveyances to HTD LP, each of the
UTI Beneficiaries agrees to record and file, at its own expense, a financing
statement with respect to the HTA LP/HTD LP 1999-A SUBI Certificate and the
1999-A SUBI represented thereby and the HTB LP/HTD LP 1999-A SUBI Certificate
and the 1999-A SUBI represented thereby and all of the related property and
rights specified in subsection (b) above necessary (i) to provide third parties
with notice of the conveyance hereunder and (ii) to perfect the sale of the HTA
LP/HTD LP 1999-A SUBI Certificate and the 1999-A SUBI represented thereby and
the HTB LP/HTD LP 1999-A SUBI Certificate and the 1999-A SUBI represented
thereby and the proceeds thereof to HTD LP (as well as to file any continuation
statements required by applicable state law to maintain the perfection afforded
by the filing of such financing statement), and to deliver a file-stamped copy
of each such financing statement (or continuation statement) or other evidence
of such filings (which may, for purposes of this Section 2.01(f), consist of
telephone confirmation of such filing with the file stamped copy of each such
filing to be provided to HTD LP in due course), as soon as is practicable after
receipt by HTA LP and HTB LP thereof.
The parties hereto intend that the conveyances to HTD LP hereunder be a sale.
In the event that the conveyances hereunder are for any reason not considered
a sale, the conveyances described above and all filings described in the
foregoing paragraph shall give HTD LP a first
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priority perfected security interest in, to and under the property and rights
conveyed hereunder and all proceeds of any of the foregoing and this 1999-A
SUBI Certificates Purchase and Sale Agreement shall constitute a security
agreement under applicable law.
SECTION 2.02. ACCEPTANCE BY HTC LP AND HTD LP.
(a) HTC LP agrees to comply with all covenants and restrictions
applicable to an owner of the 1999-A SUBI, the HTA LP/HTC LP 1999-A SUBI
Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate, whether set forth
therein, in the Origination Trust Agreement, the 1999-A SUBI Supplement or
otherwise, and assumes all obligations and liabilities, if any associated
therewith.
(b) HTD LP agrees to comply with all covenants and restrictions applicable
to an owner of the 1999-A SUBI, the HTA LP/HTD LP 1999-A SUBI Certificate and
the HTB LP/HTD LP 1999-A SUBI Certificate, whether set forth therein, in the
Origination Trust Agreement, the 1999-A SUBI Supplement or otherwise, and
assumes all obligations and liabilities, if any associated therewith.
SECTION 2.03. TRANSFER OF THE CERTIFICATES.
(a) In connection with the issuance of the HTA LP/HTC LP 1999-A SUBI
Certificate and the HTA LP/HTD LP 1999-A SUBI Certificate, the 1999-A SUBI
Securities Intermediary has established, in the name of and for the benefit
of HTA LP, a "securities account" (as such term is defined in Section 8-501
of the UCC) (the "HTA LP 1999-A SUBI Securities Account") pursuant to that
certain HTA LP 1999-A SUBI Securities Account Control Agreement, dated as of
[ ], between HTA LP and the 1999-A SUBI Securities Intermediary.
HTA LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate
and the HTA LP/HTD LP 1999-A SUBI Certificate to the HTA LP 1999-A SUBI
Securities Account.
(b) In connection with the issuance of the HTB LP/HTC LP 1999-A SUBI
Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, the 1999-A SUBI
Securities Intermediary has established, in the name of and for the benefit
of HTB LP, a "securities account" (as such term is defined in Section 8-501
of the UCC) (the "HTB LP 1999-A SUBI Securities Account") pursuant to that
certain HTB LP 1999-A SUBI Securities Account Control Agreement, dated as of
[ ], between HTB LP and the 1999-A SUBI Securities Intermediary.
HTB LP shall accept the transfer of the HTB LP/HTC LP 1999-A SUBI Certificate
and the HTB LP/HTD LP 1999-A SUBI Certificate to the HTB LP 1999-A SUBI
Securities Account.
(c) In connection with the subsequent transfer of the HTA LP/HTC LP
1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate, the
1999-A SUBI Securities Intermediary has established, in the name of and for
the benefit of HTC LP, a "securities account" (as such term is defined in
Section 8-501 of the UCC) Securities (the "HTC LP 1999-A SUBI Securities
Account") pursuant to that certain HTC LP 1999-A SUBI Securities Account
Control Agreement, dated as of [ ], between HTC LP and the 1999-A
SUBI Securities Intermediary. HTC LP shall accept the transfer of the HTA
LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI
Certificate to the HTC LP 1999-A SUBI Securities Account.
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(d) In connection with the subsequent transfer of the HTA LP/HTD LP
1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, the
1999-A SUBI Securities Intermediary has established, in the name of and for
the benefit of HTD LP, a "securities account" (as such term is defined in
Section 8-501 of the UCC) (the "HTD LP 1999-A SUBI Securities Account")
pursuant to that certain HTD LP 1999-A SUBI Securities Account Control
Agreement, dated as of [ ], between HTD LP and the 1999-A SUBI
Securities Intermediary. HTD LP shall accept the transfer of the HTA LP/HTD
LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate to
the HTD LP 1999-A SUBI Securities Account.
(e) On the Closing Date, HTA LP hereby agrees to (i) instruct the
1999-A SUBI Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A
SUBI Certificate from the HTA LP 1999-A SUBI Securities Account to the HTC LP
1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTA
LP/HTD LP 1999-A SUBI Certificate from the HTA LP 1999-A SUBI Securities
Account to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD
LP.
(f) On the Closing Date, HTB LP hereby agrees to (i) instruct the
1999-A SUBI Securities Intermediary to transfer (A) the HTB LP/HTC LP 1999-A
SUBI Certificate from the HTB LP 1999-A SUBI Securities Account to the HTC LP
1999-A SUBI Securities Account for the benefit of HTC LP and (B) the HTB
LP/HTD LP 1999-A SUBI Certificate from the HTB LP 1999-A SUBI Securities
Account to the HTD LP 1999-A SUBI Securities Account for the benefit of HTD
LP.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.01. AMENDMENT.
This 1999-A SUBI Certificates Purchase and Sale Agreement may be amended
from time to time in a writing signed by the parties hereto, with the prior
written consent of the 1999-A Owner Trustee, which shall be given only in the
circumstances contemplated by Section 9.01 of the 1999-A Securitization Trust
Agreement.
SECTION 3.02. GOVERNING LAW.
This 1999-A SUBI Certificates Purchase and Sale Agreement shall be created
under and governed by and construed under the internal laws of the State of
Delaware, without regard to any otherwise applicable principles of conflict of
laws and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
SECTION 3.03. SEVERABILITY.
If one or more of the covenants, agreements, provisions or terms of this
1999-A SUBI Certificates Purchase and Sale Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this 1999-A SUBI Certificates Purchase and Sale Agreement, and shall
in no way affect the validity or enforceability of the other provisions of this
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1999-A SUBI Certificates Purchase and Sale Agreement, or the rights of any
parties hereto. To the extent permitted by law, the parties hereto waive any
provision of law that renders any provision of this 1999-A SUBI Certificates
Purchase and Sale Agreement invalid or unenforceable in any respect.
SECTION 3.04. BINDING EFFECT.
The provisions of this 1999-A SUBI Certificates Purchase and Sale Agreement
shall be binding upon and inure to the benefit of the respective successors and
permitted assigns of the parties hereto.
SECTION 3.05. ARTICLE AND SECTION HEADINGS.
The article and section headings herein are for convenience of reference
only, and shall not limit or otherwise affect the meaning hereof.
SECTION 3.06. COUNTERPARTS.
This 1999-A SUBI Certificates Purchase and Sale Agreement may be executed
in any number of counterparts, each of which so executed and delivered shall be
deemed to be an original, but all of which counterparts shall together
constitute but one and the same instrument.
SECTION 3.07. FURTHER ASSURANCES.
Each party will do such acts, and execute and deliver to any other party
such additional documents or instruments as may be reasonably requested in order
to effect the purposes of this 1999-A SUBI Certificates Purchase and Sale
Agreement and to better assure and confirm unto the requesting party its rights,
powers and remedies hereunder.
SECTION 3.08. THIRD-PARTY BENEFICIARIES.
This 1999-A SUBI Certificates Purchase and Sale Agreement will inure to the
benefit of and be binding upon each subsequent holder of any legal or beneficial
interest in any of the HTA LP/HTB LP 1999-A SUBI Certificates or certificates
issued in replacement thereof (which holders shall include the 1999-A
Securitization Trust and the holders of any securities issued thereby), who
shall be considered to be third-party beneficiaries hereof. Except as otherwise
provided in this 1999-A SUBI Certificates Purchase and Sale Agreement, no other
Person will have any right or obligation hereunder.
SECTION 3.09. NO PETITION.
Each of the parties hereto covenants and agrees that prior to the date
which is one year and one day after the last date upon which (a) each Class of
Notes and the Certificates has been paid in full, and (b) all obligations due
under any other Securitization have been paid in full, it will not institute
against, or join any other Person in instituting against, the 1999-A
Securitization Trust, HTA LP, HTB LP, HTC LP, HTD LP, any general partner or
member (as applicable) of a
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UTI Beneficiary or of a Transferor which is a partnership or a limited
liability company, the Origination Trustee, the Origination Trust, any
Special Purpose Affiliate, any UTI Beneficiary, any Beneficiary, and any
general partner or member (as applicable) of a Beneficiary or of a Special
Purpose Affiliate partnership (or any of their respective general partners)
that is a partnership or a limited liability company, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. The
foregoing shall not limit the 1999-A Indenture Trustee's or 1999-A Owner
Trustee's right to file any claim in or otherwise take actions with respect
to any such proceeding instituted by any Person not under such a constraint.
This Section 3.09 shall survive the termination of this 1999-A SUBI
Certificates Purchase and Sale Agreement or the resignation or removal of the
1999-A Owner Trustee or the 1999-A Indenture Trustee under the 1999-A
Securitization Trust Agreement or the Indenture, respectively.
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IN WITNESS WHEREOF, the parties hereto have caused this 1999-A SUBI
Certificates Purchase and Sale Agreement to be duly executed by their respective
officers duly authorized as of the day and year first above written.
HONDA TITLING A L.P., as UTI Beneficiary
By: HONDA TITLING A LLC, its general partner
By: HONDA TITLING INC., as its manager
By:
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Name:
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Title:
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HONDA TITLING B L.P., as UTI Beneficiary
By: HONDA TITLING B LLC, its general partner
By: HONDA TITLING INC., as its manager
By:
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Name:
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Title:
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HONDA TITLING C L.P.
By: HONDA TITLING C LLC, its general partner
By: HONDA FUNDING INC., as its manager
By:
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Name:
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Title:
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HONDA TITLING D L.P.
By: HONDA TITLING D LLC, its general partner
By: HONDA FUNDING INC., as its manager
By:
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Name:
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Title:
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