Exhibit 10.5
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 July 1, 1999, 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 July 1, 1999 (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, along with interests in the 1999-A Residual Value
Insurance
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Proceeds, to a SUBI Sub-Trust (the "1999-A SUBI Sub-Trust"), (iii) 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 Assets
(the "HTA LP/HTC LP 1999-A SUBI Certificate") and one certificate
representing a 0.99% interest in the 1999-A SUBI Assets (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 Assets (the "HTB LP/HTC LP 1999-A SUBI
Certificate") and one certificate representing a 0.01% interest in the 1999-A
SUBI Assets (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/HTC 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 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 the 1999-A Securities Accounts Control Agreement, dated
as of July 1, 1999, among HTA LP, HTB LP, HTC LP, HTD LP, the 1999-A Owner
Trustee, the 1999-A Indenture Trustee, the 1999-A Residual Value Insurance
Co-Trustee and the 1999-A Securities Intermediary (the "1999-A Securities
Accounts 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 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 the 1999-A Securities Accounts 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 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, dated as of July 1, 1999 (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 by the 1999-A SUBI Supplement 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
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1999-A SUBI Assets and the HTA/HTB 1999-A SUBI Certificates, all monies due
thereon and paid thereon in respect thereof and the right to realize on any
property that may be deemed to secure the interest in the 1999-A SUBI Assets,
and all proceeds thereof from and after July 1, 1999. 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 Assets at the close of business on June 30, 1999 (the "Cutoff
Date"), based on their respective share of the 1999-A SUBI Assets less the
cost and expenses of the Securitization and the value of any securities
issued in connection with the Securitization and retained by HTC LP and HTD
LP.
G. Concurrently herewith, the 1999-A Securities Intermediary
will, by book-entry registration, reallocate the beneficial interests
represented by the HTA LP/HTB LP 1999-A SUBI Certificates such that such
beneficial interests shall be represented by four new SUBI Certificates as
follows: (i) one certificate to HTC LP representing a 98.802% beneficial
interest in the 1999-A SUBI Assets (the "HTC LP 1999-A SUBI Certificate"),
(ii) one certificate to HTD LP representing a 0.998% beneficial interest in
the 1999-A SUBI Assets (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 Assets (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 Assets (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, pursuant to the 1999-A SUBI Supplement,
the parties thereto have agreed to cause the Origination Trustee to create
and issue to or to the order of (i) HTA LP one certificate (the "HTA LP/HTC
LP 1999-A Residual Value Insurance Certificate") representing a 98.01%
interest in the proceeds of the Residual Value Insurance Policy and any other
residual value insurance policy, in each case to the extent that such
proceeds relate to the 1999-A Contracts and the 1999-A Leased Vehicles and
net of any loss adjustment expenses that may be offset against such proceeds
(the "1999-A Residual Value Insurance Proceeds"); (ii) HTA LP one certificate
representing a 0.99% interest in the 1999-A Residual Value Insurance Proceeds
(the "HTA LP/HTD LP 1999-A Residual Value Insurance Certificate"); (iii) HTB
LP one certificate representing a 0.99% interest in the 1999-A Residual Value
Insurance Proceeds (the "HTB LP/HTC LP 1999-A Residual Value Insurance
Certificate"); and (iv) HTB LP one certificate representing a 0.01% interest
in the 1999-A Residual Value Insurance Proceeds (the "HTB LP/HTD LP 1999-A
Residual Value Insurance Certificate" and, together with the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate, the HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual
Value Insurance Certificate, the "1999-A Residual Value Insurance
Certificates").
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I. In addition, the parties hereto have agreed that HTA LP and
HTB LP will transfer, without recourse, to HTC LP and HTD LP all of their
respective right, title and interest in and to the 1999-A Residual Value
Insurance Proceeds and the 1999-A Residual Value Insurance Certificates, all
monies due thereon and paid thereon in respect thereof and all proceeds
thereof. In connection therewith, and concurrently herewith and therewith,
(1) HTA LP will transfer (a) the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate to HTC LP and (b) the HTA LP/HTD LP 1999-A Residual
Value Insurance Certificate to HTD LP, and (2) HTB LP will transfer (a) the
HTB LP/HTC LP 1999-A Residual Value Insurance Certificate to HTC LP and (b)
the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate to HTD LP, all
consideration of the delivery by HTC LP and HTD LP to HTA LP and HTB LP of
the HTC LP Insurance Premium Subordinated Notes and the HTD LP Insurance
Premium Subordinated Notes.
J. Concurrently herewith, the 1999-A 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 the 1999-A Securities Accounts 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 Securities Intermediary to debit the HTC LP 1999-A SUBI
Securities Account to reflect the transfer of the HTC LP 1999-A SUBI
Certificate relating to a Securitization involving the 1999-A SUBI.
K. Concurrently herewith, the 1999-A 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 the 1999-A Securities Accounts 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 Securities Intermediary to debit the HTD LP 1999-A SUBI
Securities Account to reflect the transfer of the HTD LP 1999-A SUBI
Certificate relating to a Securitization involving the 1999-A SUBI.
L. Concurrently herewith, the 1999-A 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 the 1999-A Securities
Accounts 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 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 relating to the Securitization involving the 1999-A SUBI.
M. Concurrently herewith, the 1999-A 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 in respect
of the 1999-A Residual Value Insurance Co-Trust (the "1999-A Residual Value
Insurance Securities Account") pursuant to the 1999-A Securities
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Accounts Control Agreement, into which (1) the HTA LP/HTC LP 1999-A Residual
Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual Value
Insurance Certificate will be transferred from the HTC LP 1999-A SUBI
Securities Account and (2) the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate and the HTB LP/HTD LP 1999-A Residual Value Insurance Certificate
will be transferred from the HTD LP 1999-A SUBI Securities Account.
N. 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 July
1, 1999 (the "1999-A Securitization Trust Agreement") to continue the
securitization trust (the "1999-A Securitization Trust") created pursuant to
the Trust Agreement, dated as of March 4, 1999 by and among HTC LP, the
1999-A Owner Trustee and the Delaware Trustee and by the filing of the
Certificate of Trust of the 1999-A Securitization Trust with the Secretary of
State of the State of Delaware on March 4, 1999, pursuant to which HTC LP and
HTD LP will transfer to the 1999-A Securitization Trust the 1999-A SUBI
Certificates, and, in exchange therefor, the 1999-A Securitization Trust will
pledge the 1999-A SUBI Certificates to the 1999-A Indenture Trustee in
connection with the Securitization pursuant to the Indenture and will issue
the Certificates and deliver the Notes representing interests in the 1999-A
Securitization Trust in respect of the 1999-A Note Securitization Trust which
will be secured by the 1999-A SUBI Certificates. 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.
O. Concurrently herewith, and pursuant to the 1999-A
Securitization Trust Agreement, HTC LP and HTD LP will transfer, without
recourse, to the 1999-A Residual Value Insurance Co-Trust all of their
respective right, title and interest in and to the 1999-A Residual Value
Insurance Proceeds and the 1999-A Residual Value Insurance Certificates, in
consideration of the delivery by the 1999-A Residual Value Insurance Co-Trust
to HTC LP and HTD LP of the Co-Trust Insurance Premium Subordinated Notes.
P. Concurrently herewith, the 1999-A Indenture Trustee and the
1999-A Securitization Trust are entering into that certain indenture, dated
as of July 1, 1999 (the "Indenture"), pursuant to which the 1999-A Indenture
Trustee will issue the Notes and the 1999-A Securitization Trust will grant a
security interest in all of the assets held by the 1999-A Securitization
Trust (excluding any interest in respect of the 1999-A Residual Value
Insurance Co-Trust), including the 1999-A SUBI Certificates, to the 1999-A
Indenture Trustee to secure the 1999-A Securitization Trust's obligations
under the Indenture.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
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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 July 1, 1999 (as amended, supplemented or restated
from time to time, the "Agreement of Definitions"), by and among the
Origination Trustee, the 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)(1) In consideration of HTC LP's delivery to, or upon the order
of, (i) (A) HTA LP cash in the amount of $2,894,850,212.17 and (B) HTB LP
cash in the amount of $29,240,911.24, representing the cash proceeds from the
sale of the Notes net of certain expenses, and (ii) (A) HTA LP
$511,072,219.89 evidenced by a subordinated non-recourse promissory note in
favor of HTA LP in the amount of $511,072,219.89 and (B) HTB LP $5,162,345.66
evidenced by a
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subordinated non-recourse promissory note in favor of HTB LP in the amount of
$5,162,345.66, 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:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A SUBI Assets) 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;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A SUBI Assets 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
(C) all proceeds of the foregoing.
(2) In consideration of HTC LP's delivery to, or upon the order of, by
a subordinated non-recourse promissory note in favor of HTA LP (the "HTA
LP/HTC LP Insurance Premium Subordinated Note") and (ii) a subordinated
non-recourse promissory note in favor of HTB LP (the "HTB LP/HTC LP Insurance
Premium Subordinated Note" and, together with the HTA LP/HTC LP Insurance
Premium Subordinated Note, the "HTC LP Insurance Premium Subordinated
Notes"), 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:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A Residual Value Insurance Proceeds) evidenced
by the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB
LP/HTC LP 1999-A Residual Value Insurance Certificate, and all monies due
thereon and paid thereon or in respect thereof;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A Residual Value Insurance
Proceeds to the extent of amounts payable under the HTA LP/HTC LP 1999-A
Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A Residual
Value Insurance Certificate; and
(C) all proceeds of the foregoing.
(b)(1) In consideration of HTD LP's delivery to, or upon the order
of, (i) (A) HTA LP cash in the amount of $29,240,911.24 and (B) HTB LP cash
in the amount of $295,362.74, representing the cash proceeds from the sale of
the Notes net of certain expenses, and (ii) (A) HTA LP $5,162,345.66
evidenced by a subordinated non-recourse promissory note in favor of HTA LP
in the amount of $5,162,345.66 and (B) HTB LP $52,144.91 evidenced by a
subordinated non-recourse promissory note in favor of HTB LP in the amount of
$52,144.91, each of the UTI Beneficiaries does hereby absolutely sell, assign
and otherwise convey to HTD
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LP, without recourse, and HTD LP does hereby purchase and acquire, as of the
date set forth above:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A SUBI Assets) 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;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A SUBI Assets 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
(C) all proceeds of the foregoing.
(2) In consideration of HTD LP's delivery to, or upon the order of, (i)
a subordinated non-recourse promissory note in favor of HTA LP (the "HTA
LP/HTD LP Insurance Premium Subordinated Note") and (ii) a subordinated
non-recourse promissory note in favor of HTB LP (the "HTB LP/HTD LP Insurance
Premium Subordinated Note" and, together with the HTA LP/HTD LP Insurance
Premium Subordinated Note, the "HTD LP Insurance Premium Subordinated
Notes"), 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:
(A) all right, title and interest in and to the 1999-A SUBI
(primarily including the 1999-A Residual Value Insurance Proceeds) evidenced
by the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB
LP/HTD LP 1999-A Residual Value Insurance Certificate, and all monies due
thereon and paid thereon or in respect thereof;
(B) the right to realize upon any property that underlies or may
be deemed to secure the interests in the 1999-A Residual Value Insurance
Proceeds to the extent of amounts payable under the HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate; and
(C) 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 beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTB LP/HTC LP
1999-A SUBI Certificate and the beneficial interest in the 1999-A SUBI Assets
represented thereby, the HTA LP/HTC LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the HTB LP/HTC LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds 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
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beneficial interest in the 1999-A SUBI Assets represented thereby, the HTB
LP/HTC LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets represented thereby, the HTA LP/HTC LP 1999-A Residual Value
Insurance Certificate and the beneficial interest in the 1999-A Residual
Value Insurance Proceeds represented thereby and the HTB LP/HTC LP 1999-A
Residual Value Insurance Certificate and the beneficial interest in the
1999-A Residual Value Insurance Proceeds 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 beneficial interest in the 1999-A SUBI Assets represented thereby, the
HTB LP/HTC LP 1999-A SUBI Certificate and the beneficial interest in the
1999-A SUBI Assets represented thereby, the HTA LP/HTC LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds represented thereby and the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate and the beneficial interest in
the 1999-A Residual Value Insurance Proceeds 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 beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTB LP/HTD LP
1999-A SUBI Certificate and the beneficial interest in the 1999-A SUBI Assets
represented thereby, the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds 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 beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTB LP/HTD LP
1999-A SUBI Certificate and the beneficial interest in the 1999-A SUBI Assets
represented thereby, the HTA LP/HTD LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds represented thereby and the HTB LP/HTD LP 1999-A Residual
Value Insurance Certificate and the beneficial interest in the 1999-A
Residual Value Insurance Proceeds represented thereby and all of the related
property and rights as described in subsection (b) above. The parties hereto
represent and agree that the HTA LP/HTD LP 1999-A SUBI Certificate and the
beneficial interest in the 1999-A SUBI Assets represented thereby, the HTB
LP/HTD LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets represented thereby, the HTA LP/HTD LP 1999-A Residual Value
Insurance Certificate and the beneficial interest in the 1999-A Residual
Value Insurance Proceeds represented thereby and the HTB LP/HTD LP 1999-A
Residual Value Insurance Certificate and the beneficial interest in the
1999-A Residual Value Insurance Proceeds 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
beneficial interest in the 1999-A SUBI
9
Assets represented thereby and the HTB LP/HTC LP 1999-A SUBI Certificate and
the beneficial interest in the 1999-A SUBI Assets 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 beneficial interest in the 1999-A SUBI Assets represented
thereby, the HTB LP/HTC LP 1999-A SUBI Certificate and the beneficial
interest in the 1999-A SUBI Assets represented thereby, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate and the beneficial interest in
the 1999-A Residual Value Insurance Proceeds represented thereby, the HTB
LP/HTC LP 1999-A Residual Value Insurance Certificate and the beneficial
interest in the 1999-A Residual Value Insurance Proceeds 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
beneficial interest in the 1999-A SUBI Assets represented thereby and the HTB
LP/HTD LP 1999-A SUBI Certificate and the beneficial interest in the 1999-A
SUBI Assets 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 beneficial interest in the 1999-A
SUBI Assets represented thereby, the HTB LP/HTD LP 1999-A SUBI Certificate
and the beneficial interest in the 1999-A SUBI Assets represented thereby,
the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate and the
beneficial interest in the 1999-A Residual Value Insurance Proceeds
represented thereby, the HTB LP/HTD LP 1999-A Residual Value Insurance
Certificate and the beneficial interest in the 1999-A Residual Value
Insurance Proceeds 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.
10
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 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, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP 1999-A
Residual Value Insurance 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, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTD LP
1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A
Residual Value Insurance 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, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA LP/HTC LP
1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP 1999-A
Residual Value Insurance Certificate, the 1999-A 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 the 1999-A Securities Accounts
Control Agreement. HTA LP shall accept the transfer of the HTA LP/HTC LP
1999-A SUBI Certificate, the HTA LP/HTD LP 1999-A SUBI Certificate, the HTA
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTA LP/HTD LP
1999-A Residual Value Insurance 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, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A
Residual Value Insurance Certificate, the 1999-A 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 the 1999-A Securities Accounts
Control Agreement. HTB LP shall accept the transfer of the HTB LP/HTC LP
1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTB
LP/HTC LP 1999-A
11
Residual Value Insurance Certificate and the HTB LP/HTD LP 1999-A Residual
Value Insurance 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, the HTB LP/HTC LP 1999-A SUBI Certificate, the HTA
LP/HTC LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTC LP
1999-A Residual Value Insurance Certificate, the 1999-A 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)
(the "HTC LP 1999-A SUBI Securities Account") pursuant to the 1999-A
Securities Accounts Control Agreement. HTC LP shall accept the transfer of
the HTA LP/HTC LP 1999-A SUBI Certificate, the HTB LP/HTC LP 1999-A SUBI
Certificate, the HTA LP/HTC LP 1999-A Residual Value Insurance Certificate
and the HTB LP/HTC LP 1999-A Residual Value Insurance Certificate to the HTC
LP 1999-A SUBI Securities Account.
(d) In connection with the subsequent transfer of the HTA LP/HTD LP
1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI Certificate, the HTA
LP/HTD LP 1999-A Residual Value Insurance Certificate and the HTB LP/HTD LP
1999-A Residual Value Insurance Certificate, the 1999-A 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 the 1999-A
Securities Accounts Control Agreement. HTD LP shall accept the transfer of
the HTA LP/HTD LP 1999-A SUBI Certificate, the HTB LP/HTD LP 1999-A SUBI
Certificate, the HTA LP/HTD LP 1999-A Residual Value Insurance Certificate
and the HTB LP/HTD LP 1999-A Residual Value Insurance 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 Securities Intermediary to transfer (A) the HTA LP/HTC LP 1999-A SUBI
Certificate and the HTA LP/HTC LP 1999-A Residual Value Insurance 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 and the HTA LP/HTD LP 1999-A Residual Value Insurance
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 Securities Intermediary to transfer (A) the HTB LP/HTC LP 1999-A SUBI
Certificate and the HTB LP/HTC LP 1999-A Residual Value Insurance 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 and the HTB LP/HTD LP 1999-A Residual Value Insurance
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
12
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 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.
13
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, any
of the 1999-A Residual Value Insurance 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 have 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 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.
[Remainder of page intentionally left blank]
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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: /s/ X. Xxxxxx
------------------------------------------
Name: X. Xxxxxx
Title: President
HONDA TITLING B L.P., as UTI Beneficiary
By: HONDA TITLING B LLC, its general partner
By: HONDA TITLING INC., as its manager
By: /s/ X. Xxxxxx
------------------------------------------
Name: X. Xxxxxx
Title: President
HONDA TITLING C L.P.
By: HONDA TITLING C LLC, its general partner
By: HONDA FUNDING INC., as its manager
By: /s/ X. Xxxxxx
------------------------------------------
Name: X. Xxxxxx
Title: President
HONDA TITLING D L.P.
By: HONDA TITLING D LLC, its general partner
By: HONDA FUNDING INC., as its manager
By: /s/ X. Xxxxxx
------------------------------------------
Name: X. Xxxxxx
Title: President
S-1
