Exhibit 4.1(a)
TRUST AGREEMENT
This Trust Agreement, dated as of June 16, 1998 (the "Agreement"), is
between American Honda Receivables Corp., a California corporation, as depositor
(the "Depositor"), and The Bank of New York (Delaware), as trustee (the "Owner
Trustee").
In consideration of the mutual agreements herein contained, and of other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. CREATION. There is hereby formed, in accordance with the Delaware
Business Trust Act (12 Del C. Section 3801 ET SEQ.) (the "Delaware Act"), a
trust to be known as the Honda Auto Receivables 1998-1 Owner Trust (the
"Trust"), in which name the Owner Trustee may engage in the activities of the
Trust, make and execute contracts and other instruments on behalf of the
Trust, and xxx and be sued. The parties hereto intend that the Trust be a
business trust under the Delaware Act and that this Agreement and any
amendment or restatement thereof shall constitute the governing instrument of
the Trust. Effective as of the date hereof, the Owner Trustee shall have all
rights, powers and duties set forth herein and in the Delaware Act with
respect to accomplishing the purposes of the Trust. The Owner Trustee shall
file or cause to be filed a certificate of trust in accordance with Section
3810 of the Delaware Act and substantially in the form attached hereto as
Exhibit A.
2. TRUST ASSETS. The Depositor hereby grants, conveys, transfers and
assigns to the Trust, and the Owner Trustee hereby acknowledges receipt of, the
sum of one thousand dollars ($1,000.00) which sum shall be the initial assets of
the Trust.
3. INDEMNIFICATION OF OWNER TRUSTEE. The Owner Trustee shall be
indemnified and held harmless out of and to the extent of the assets of the
Trust with respect to any loss, liability, claim, damage or expense incurred by
the Owner Trustee arising out of or incurred in connection with the acceptance
or performance by the Owner Trustee of the trusts and duties contained in this
Agreement; provided, however, that the Owner Trustee shall not be indemnified or
held harmless as to any such loss, liability, claim, damage or expense incurred
by reason of the Owner Trustee's willful misconduct, bad faith or negligence.
4. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner Trustee may not at
any time resign without the express written consent of the Depositor.
5. COUNTERPARTS. This 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.
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed by their respective officers as of the day and year first above
written.
AMERICAN HONDA RECEIVABLES CORP., as Depositor
By: /s/ Y. Kohoma
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Name: Y. Kohoma
Title: President
THE BANK OF NEW YORK (DELAWARE),
as Owner Trustee
By: /s/ Xxxxxx X. Laser
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Xxxxxx X. Laser
Assistant Vice President
EXHIBIT A
FORM OF CERTIFICATE OF TRUST
This Certificate of Trust of Honda Auto Receivables 1998-1 Owner Trust
(the "Owner Trust"), dated June__, 199_, is being duly executed and filed by The
Bank of New York (Delaware), a Delaware banking corporation, as trustee, to form
a business under the Delaware Business Trust Act (12 DEL. CODE Section 3801 ET
SEQ.).
1. NAME. The name of the business trust formed hereby is Honda Auto
Receivables 1998-1 Owner Trust.
2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Owner Trust in the State of Delaware is The Bank of New York (Delaware), Xxxxx
Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust
Administration Department.
3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.
IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
not in its individual capacity but solely as
Owner Trustee.
By:
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Xxxxxx X. Laser
Assistant Vice President
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