EXHIBIT 99.6
EXECUTION VERSION
SCHEDULE
to the
MASTER AGREEMENT
(Multicurrency-Cross Border)
dated as of August 23, 2007
between
BANK OF AMERICA, N.A.
a national banking association organized
under the laws of the United States
("PARTY A")
and
HONDA AUTO RECEIVABLES 2007-3 OWNER TRUST,
a statutory trust organized under the laws of Delaware
("PARTY B")
EXECUTION VERSION
DEFINITIONS
The 2000 ISDA Definitions (the "DEFINITIONS") are incorporated into this
Agreement and shall form part of this Agreement. In the event of any
inconsistency among or between any of the following documents, the relevant
document first listed below shall govern: (i) a Confirmation and any relevant
definitions incorporated in such Confirmation; (ii) this Schedule and any
relevant definitions incorporated in this Schedule; (iii) Sections 1 to 14 of
this Agreement; and (iv) the Definitions.
Capitalized terms used herein but not defined in this Agreement or the
Definitions shall have the meanings specified or incorporated in that certain
Indenture, dated as of August 1, 2007, between Party B, as Issuer, and The Bank
of New York, as Indenture Trustee (the "INDENTURE").
For the avoidance of doubt, references herein to a particular "Section" of
this Agreement are references to the corresponding sections of the Master
Agreement.
PART 1. TERMINATION PROVISIONS
In this Agreement:
(a) "SPECIFIED ENTITY" means in relation to Party A for the purpose of:
Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable
in relation to Party B for the purpose of:
Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable
(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 14
of this Agreement.
(c) Application of Events of Default. The provisions of Section 5(a) of
this Agreement will apply to Party A and Party B as follows:
SECTION 5(A) PARTY A PARTY B
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(i) "Failure to Pay or Deliver" Applicable (except as provided Applicable.
below in Part 1(d)(ii)).
(ii) "Breach of Agreement" Applicable. Not Applicable.
(iii) "Credit Support Default" Applicable (except as Applicable (but only to
provided below in Part 1(d)(ii)). the extent described below
in Part 1(d)(i)).
(iv) "Misrepresentation" Applicable. Not Applicable.
(v) "Default Under Specified Applicable. Not Applicable.
Transaction"
(vi) "Cross-Default" Applicable. Not Applicable.
(vii) "Bankruptcy" Applicable. Applicable (but only to
the extent described below
in Part 1(f)).
(viii) "Merger Without Assumption" Applicable. Applicable.
(d) (i) Section 5(a)(iii)(1) will apply to Party B in respect of Party B's
obligations under Paragraphs 3(b) and 8(d) of that certain Credit Support Annex,
dated as of the date hereof, attached hereto and made a part hereof between
Party A and Party B (as from time to time amended, supplemented or replaced, the
"CREDIT SUPPORT ANNEX").
(ii) Notwithstanding Sections 5(a)(i) and 5(a)(iii), any failure by
Party A to comply with or perform any obligation to be complied with or
performed by Party A under the Credit Support Annex shall not be an Event
of Default unless (A)(i) a Xxxxx'x Second Trigger Event has occurred and
has continued for at least 30 Local Business Days, (ii) such failure does
not consist solely of a failure by Party A to satisfy the S&P
Collateralization Requirements, and (iii) such failure is not remedied on
or before the third Local Business Day after notice of such failure is
given to Party A, or (B)(i) a Substitution Event has occurred and continued
for at least 60 calendar days, (ii) such failure does not consist solely of
a failure by Party B to satisfy the Xxxxx'x Collateralization Requirements,
and (iii) such failure is not remedied on or before the third Local
Business Day after notice of such failure is given to Party A.
(e) With respect to Section 5(a)(vi):
"SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 14,
provided that Specified Indebtedness shall not include deposits received in
the course of a party's ordinary banking business.
"THRESHOLD AMOUNT" means, with respect to Party A, 3% of the Shareholders'
Equity of the applicable Relevant Entity, provided that if the Relevant
Entity is Party A, then "THRESHOLD AMOUNT" means 3% of the Shareholders'
Equity of Bank of America Corporation.
"SHAREHOLDERS' EQUITY" means with respect to an entity, at any time, (1) if
the Relevant Entity is a national banking association, the "Total Equity
Capital" of the Relevant Entity (as shown in the most recently filed FFIEC
Consolidated Report of Condition for Insured Commercial and State-Chartered
Savings Banks ("Call Report") Schedule RC- Balance Sheet of such entity) or
(2) for any other entity, the sum (as shown in the most recent annual
audited financial statements of such entity) of (i) its capital stock
(including preferred stock) outstanding, taken at par value, (ii) its
capital surplus and (iii) its retained earnings, minus (iv) treasury stock,
each to be determined in accordance with generally accepted accounting
principles.
(f) With respect to Party B only (and the related Confirmations only), the
provisions of Section 5(a)(vii) clauses (2), (7) and (9) will not be applicable
as an Event of Default; clause (3) will not apply to Party B to the extent it
refers to any assignment, arrangement or composition that is effected by or
pursuant to the Transaction Documents; clause (4) will not apply to Party B to
the extent that it refers to proceedings or petitions instituted or presented by
Party A or any of its Affiliates; clause (6) will not apply to Party B to the
extent that it refers to (i) any appointment that is contemplated or effected by
the Transaction Documents or (ii) any appointment that Party B has not become
subject to; and clause (8) will not apply to Party B to the extent that it
applies to Section 5(a)(vii)(2), (3), (4), (6) and (7) except to the extent that
such provisions are not disapplied with respect to Party B.
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(g) APPLICATION OF TERMINATION EVENTS. The provisions of Section 5(b) of
this Agreement will apply to Party A and Party B as follows:
SECTION 5(B) PARTY A PARTY B
--------------------------- ---------------- ---------------
(i) "Illegality" Applicable. Applicable.
(ii) "Tax Event" Applicable. Applicable.
(iii) "Tax Event Upon Merger" Applicable. Applicable.
(iv) "Credit Event Upon Merger" Not Applicable. Not Applicable.
(h) Section 5(b)(ii) will apply, provided that the words "(x) any action
taken by a taxing authority, or brought in a court of competent jurisdiction, on
or after the date on which a Transaction is entered into (regardless of whether
such action is taken or brought with respect to a party to this Agreement) or
(y)" shall be deleted.
(i) Notwithstanding Section 5(b)(iii), Party A shall not be entitled to
designate an Early Termination Date by reason of a Tax Event Upon Merger in
respect of which it is the Affected Party.
(j) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will not
apply to either Party A or to Party B.
(k) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement:
Market Quotation will apply and the Second Method will apply; provided,
however, if an Early Termination Date is designated in respect of (A) an
Event of Default with respect to which Party A is a Defaulting Party or (B)
an Additional Termination Event with respect to which Party A is the sole
Affected Party, notwithstanding Section 6 of this Agreement, the following
amendment to the Agreement set forth in paragraphs (i) to (vii) below shall
apply:
(i) The definition of "Market Quotation" shall be deleted in its
entirety and replaced with the following:
"MARKET QUOTATION" means, with respect to one or more Terminated
Transactions, a Firm Offer which is (1) made by an Eligible Replacement,
(2) for an amount that would be paid to Party B (expressed as a negative
number) or by Party B (expressed as a positive number) in consideration of
an agreement between Party B and such Eligible Replacement to enter into a
transaction (the "REPLACEMENT TRANSACTION") that would have the effect of
preserving for Party B the economic equivalent of any payment or delivery
(whether the underlying obligation was absolute or contingent and assuming
the satisfaction of each applicable condition precedent) by the parties
under Section 2(a)(i) in respect of such Terminated Transaction or group of
Terminated Transactions that would, but for the occurrence of the relevant
Early Termination Date, have been required after that date, (3) made on the
basis that Unpaid Amounts in respect of the Terminated Transaction or group
of Terminated Transactions are to be excluded but, without limitation, any
payment or delivery that would, but for the relevant Early Termination
Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be included
and (4) made in respect of a Replacement Transaction with terms
substantially the same as those of this Agreement (save for the exclusion
of provisions relating to Transactions that are not Terminated
Transactions).
(ii) The definition of "Settlement Amount" shall be deleted in its
entirety and replaced with the following:
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"SETTLEMENT AMOUNT" means, with respect to any Early Termination Date, an
amount (as determined by Party B) equal to the Termination Currency
Equivalent of the amount (whether positive or negative) of any Market
Quotation for the relevant Terminated Transaction or group of Terminated
Transactions that is accepted by Party B so as to become legally binding,
provided that:
(A) If, on or before the day falling ten Local Business Days
after the day on which the Early Termination Date is designated
(or such later day as Party B may specify in writing to Party A)
but in either case no later than the Early Termination Date (such
day, the "LATEST SETTLEMENT AMOUNT DETERMINATION DAY"), no Market
Quotation for the relevant Terminated Transaction or group of
Terminated Transactions has been accepted by Party B so as to
become legally binding and one or more Market Quotations have
been made and remain capable of becoming legally binding upon
acceptance, the Settlement Amount shall equal the Termination
Currency Equivalent of the amount (whether positive or negative)
of the lowest of such Market Quotations (for the avoidance of
doubt, (i) a Market Quotation expressed as a negative number is
lower than a Market Quotation expressed as a positive number, and
(ii) the lower of two Market Quotations expressed as negative
numbers is the one with the larger absolute value); and
(B) If, on the Latest Settlement Amount Determination Day, no
Market Quotation for the relevant Terminated Transaction or group
of Terminated Transactions is accepted by Party B so as to become
legally binding on or before the Latest Settlement Amount
Determination Day, and no Market Quotations have been made and
remain capable of becoming legally binding upon acceptance, the
Settlement Amount shall equal Party B's Loss (whether positive or
negative and without reference to any Unpaid Amounts) for the
relevant Terminated Transaction or group of Terminated
Transactions.
(iii) For the purpose of clause (4) of the definition of Market
Quotation, Party B shall determine in its sole discretion, acting in a
commercially reasonable manner, whether a Firm Offer is made in respect of
a Replacement Transaction with terms substantially the same as those of
this Agreement (save for the exclusion of provisions relating to
Transactions that are not Terminated Transactions).
(iv) At any time on or before the Latest Settlement Amount
Determination Day at which two or more Market Quotations remain capable of
becoming legally binding upon acceptance, Party B shall be entitled to
accept only the lowest of such Market Quotations (for the avoidance of
doubt, (i) a Market Quotation expressed as a negative number is lower than
a Market Quotation expressed as a positive number, and (ii) the lower of
two Market Quotations expressed as negative numbers is the one with the
larger absolute value).
(v) Party B will be deemed to have discharged its obligations to
obtain Market Quotations above if it requests Party A to obtain Market
Quotations, where such request is made in writing within two Local Business
Days after the day on which the Early Termination Date is designated.
(vi) If Party B requests Party A in writing to obtain Market
Quotations, Party A shall use its reasonable efforts to do so before the
Latest Settlement Amount Determination Day.
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(vii) If the Settlement Amount is a negative number, Section
6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced
with the following:
"SECOND METHOD AND MARKET QUOTATION. If Second Method and Market Quotation
apply, (1) Party B shall pay to Party A an amount equal to the absolute
value of the Settlement Amount in respect of the Terminated Transactions,
(2) Party B shall pay to Party A the Termination Currency Equivalent of the
Unpaid Amounts owing to Party A and (3) Party A shall pay to Party B the
Termination Currency Equivalent of the Unpaid Amounts owing to Party B;
provided that, (i) the amounts payable under (2) and (3) shall be subject
to netting in accordance with Section 2(c) of this Agreement and (ii)
notwithstanding any other provision of this Agreement, any amount payable
by Party A under (3) shall not be netted-off against any amount payable by
Party B under (1)."
(l) "TERMINATION CURRENCY" means United States Dollars.
(m) ADDITIONAL TERMINATION EVENT will apply. Each of the following events
shall constitute an Additional Termination Event hereunder:
(i) An amendment and/or supplement to any Transaction Document is made
without the prior written consent of Party A if such consent is required
under one or more of the Transaction Documents and such amendment and/or
supplement would materially and adversely affect Party A. For purposes of
Section 6 of this Agreement, Party B shall be the sole Affected Party.
(ii) Any early redemption or prepayment of the Notes, acceleration of
the Notes and/or liquidation of Collateral in accordance with the Indenture
following an Event of Default thereunder, or upon the redemption or
prepayment of the Notes for any other reason. For purposes of Section 6 of
this Agreement, Party B shall be the sole Affected Party, and the Early
Termination Date shall occur not earlier than the third Local Business Day
prior to the applicable redemption or prepayment date.
(iii) Following an S&P Collateralization Event, the Relevant Entity
shall fail to take action that satisfies Part 5(l)(A) hereof (provided that
the occurrence of any such Additional Termination Event shall have no
effect on Party A's duty to perform its obligations hereunder prior to
actual termination of this Agreement), in which event Party A shall be the
sole Affected Party.
(iv) Following an S&P Substitution Event, the Relevant Entity shall
fail to take action that satisfies Part 5(l)(B) hereof within the time
period specified in Part 5(l)(B) (provided that the occurrence of any such
Additional Termination Event shall have no effect on Party A's duty to
perform its obligations hereunder prior to actual termination of this
Agreement), in which event Party A shall be the sole Affected Party.
(v) Party A fails to comply with or perform any obligation to be
complied with or performed by Party A in accordance with the Credit Support
Annex and either (x) the Xxxxx'x Second Trigger Event has not occurred or
(y) the Xxxxx'x Second Trigger Event has occurred but has been continuing
for less than 30 Local Business Days. For purposes of Section 6 of this
Agreement, Party A shall be the sole Affected Party.
(vi) A Xxxxx'x Second Trigger Event has occurred and has been
continuing for at least 30 Local Business Days, and (i) at least one
Eligible Replacement has made a Firm Offer to
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be the Transferee under Part 5(k)(ii) below (but only if such Firm Offer
then remains capable of becoming legally binding upon acceptance) and/or
(ii) at least one Eligible Replacement has made a Firm Offer that would,
assuming the occurrence of an Early Termination Date, qualify as a Market
Quotation (on the basis that paragraphs (i) and (ii) in Part 1(k) above
apply) and that remains capable of becoming legally binding upon
acceptance. For purposes of Section 6 of this Agreement, Party A shall be
the sole Affected Party.
(n) Party A shall be responsible for any costs reasonably incurred by Party
B in connection with any assignment of this Agreement made by Party A by reason
of any S&P Collateralization Event, S&P Substitution Event, Xxxxx'x First
Trigger Event or Xxxxx'x Second Trigger Event having occurred.
PART 2. TAX REPRESENTATIONS.
(a) PAYER TAX REPRESENTATIONS. For the purpose of Section 3(e) of this
Agreement, Party A and Party B make the following representation:
It is not required by any applicable law, as modified by the practice of
any relevant governmental revenue authority, of any Relevant Jurisdiction
to make any deduction or withholding for or on account of any Tax from any
payment (other than interest under Section 2(e), 6(d)(ii), or 6(e) of this
Agreement) to be made by it to the other party under this Agreement. In
making this representation, it may rely on (i) the accuracy of any
representations made by the other party pursuant to Section 3(f) of this
Agreement, (ii) the satisfaction of the agreement contained in Section
4(a)(i) or 4(a)(iii) of this Agreement, and the accuracy and effectiveness
of any document provided by the other party pursuant to Section 4(a)(i) or
4(a)(iii) of this Agreement, and (iii) the satisfaction of the agreement of
the other party contained in Section 4(d) of this Agreement; provided that
it shall not be a breach of this representation where reliance is placed on
clause (ii) and the other party does not deliver a form or document under
Section 4(a)(iii) by reason of material prejudice to its legal or
commercial position.
(b) PAYEE TAX REPRESENTATIONS. For the purposes of Section 3(f) of this
Agreement, Party A and Party B make the following representations:
(A) The following representation applies to Party A: Party A is a
national banking association organized under the laws of the United States.
(B) The following representation applies to Party B: Party B is a
trust organized under the laws of Delaware, is a U.S. trust (as such termi
s used in U.S. Treasury Regulations Section 1.441-5(b)) and its taxpayer
identification number is 00-0000000.
PART 3. AGREEMENT TO DELIVER DOCUMENTS.
For the purpose of Section 4(a)(i) and (ii) of this Agreement, each Party agrees
to deliver the following documents as applicable:
(a) Tax forms, documents or certificates to be delivered are:
Party B agrees to complete, execute, and deliver to Party A a valid United
States Internal Revenue Service Form W-9, or any successor to such form,
and any required attachments thereto (i) upon execution and delivery of
this Agreement, (ii) promptly upon reasonable demand by Party A, and (iii)
promptly upon learning that any such form(s) previously provided by Party B
has become obsolete or is incorrect.
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(b) Other documents to be delivered are:
COVERED BY
PARTY REQUIRED TO DATE BY WHICH SECTION 3(D)
DELIVER DOCUMENT FORM/DOCUMENT/CERTIFICATE TO BE DELIVERED REPRESENTATION
----------------- ------------------------------------------ ------------------------------------- --------------
Party A/Party B Credit Support Document, if any, Upon execution and delivery of Yes.
specified in Part 4 hereof, such this Agreement Credit
Support Document being duly executed
if required.
Party A Incumbency certificate or other documents On the Closing Date Yes
evidencing the authority of the persons
executing this Agreement and the related
Confirmations on Party A's behalf.
Party B Monthly statement setting forth the To be made available to Party A Yes
information specified in Section 4.10 of on the 15th day of each month.
the Sale and Servicing Agreement.
Party B Each of (i) a copy of the Indenture and On the Closing Date Yes
the other Transaction Documents, executed
and delivered by the parties thereto and
(ii) an incumbency certificate or other
documents evidencing the authority of the
persons executing this Agreement and the
related Confirmations on Party B's behalf.
Party A/Party B Each of an (i) opinion of counsel to Party On the Closing Date No
A (which may include in-house counsel), in
form and substance reasonably satisfactory
to Party B and (ii) opinion of counsel to
Party B, in form and substance reasonably
satisfactory to Party A.
Party A/Party B Certified copies of all corporate, Upon execution and delivery of Yes
partnership or membership authorizations, this Agreement
as the case may be, and any other
documents with respect to the execution,
delivery and performance of this Agreement
and any Credit Support Document.
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Party A FFIEC Consolidated Report of To be made available on Yes
Condition for Insured Commercial and xxxx://xxx0.xxxx.xxx/Xxxx_
State-Chartered Savings Banks TFR_Rpts after the end of each fiscal
("Call Report") of Bank of America, N.A. quarter of Bank of America, N.A.
PART 4. MISCELLANEOUS.
(a) Addresses for Notices: For the purpose of Section 12(a) of this
Agreement: Address for notices or communications to Party A:
Bank of America, N.A.
Sears Tower
000 Xxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attention: Swap Operations
Telephone No.: 000-000-0000
Facsimile No.: 000-000-0000
with a copy to:
Bank of America, N.A.
000 X. Xxxxx Xx., XX0-000-00-00
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Global Markets Trading Agreements
Facsimile No.: 000-000-0000
Address for financial statements to Party A:
Bank of America, N.A.
Mail Code: NY1-301-29-02
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: CAPMKTSCRRSK/CR STRUCTURED FINANCE
Address for notices or communications to Party B (for all purposes):
American Honda Finance Corporation
00000 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Treasury Manager
Facsimile No.: 000-000-0000
Telephone No.: 000-000-0000
With a copy to Standard & Poor's:
Address: Standard & Poor's, A Division of The XxXxxx-Xxxx
Companies, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
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Facsimile No.: (000) 000-0000
Attention: Structured Finance Ratings, Asset-Backed Surveillance
Group
Email: xxxx_xxxx@xxxxxxxxxxxxxxxx.xxx
With a copy to the Indenture Trustee:
Address: The Bank of New York
000 Xxxxxxx Xxxxxx, Xxxxx 0 Xxxx
Xxx Xxxx, Xxx Xxxx 10286
Attn: Honda Auto Receivables 2007-3
Facsimile No.: 000-000-0000
(b) PROCESS AGENT. For the purpose of Section 13(c):
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
(c) OFFICES. The provisions of Section 10(a) will apply to this Agreement.
(d) MULTIBRANCH PARTY. For the purpose of Section 10(c) of this Agreement:
(i) Party A is a Multibranch Party and may act through its Charlotte,
North Carolina, Chicago, Illinois, San Francisco, California, New York, New
York, Boston, Massachusetts or London, England Office, or such other Office
as may be agreed to by the parties in connection with a Transaction.
(ii) Party B is not a Multibranch Party.
(e) CALCULATION AGENT. The Calculation Agent is Party A unless an Event of
Default has occurred and is continuing with respect to Party A, in which
case a Calculation Agent shall be appointed by Party B in its reasonable
discretion.
(f) CREDIT SUPPORT DOCUMENT. Details of any Credit Support Document:
Each of the following, as amended, extended, supplemented or otherwise
modified in writing from time to time, is a "Credit Support Document":
Party A: (i) The Credit Support Annex and (ii) any guarantee (including any
Eligible Guarantee) of Party A's obligations hereunder procured by Party A
in compliance with this Agreement.
Party B: The Credit Support Annex.
Party B agrees that the security interests in the collateral granted to the
Indenture Trustee under the Indenture shall secure the obligations of Party
B to Party A under this Agreement.
(g) CREDIT SUPPORT PROVIDER.
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Credit Support Provider means in relation to Party A, (1) Party A in its
capacity as the Pledgor under the Credit Support Annex and (2) the
guarantor under any guarantee (including any Eligible Guarantee) of Party
A's obligations hereunder procured by Party A in compliance with this
Agreement.
Credit Support Provider means in relation to Party B, Not Applicable.
(h) GOVERNING LAW. This Agreement and any and all controversies arising out
of or in relation to this Agreement will be governed by and construed in
accordance with the laws of the State of New York (without reference to its
conflict of laws doctrine).
(i) NETTING OF PAYMENTS. Subparagraph (ii) of Section 2(c) of this
Agreement will apply to all Transactions under the Agreement.
(j) "AFFILIATE" will have the meaning specified in Section 14 of this
Agreement.
PART 5. OTHER PROVISIONS.
(a) REPRESENTATIONS. Section 3(a)(iii) is hereby amended by inserting the
words "or investment policies, or guidelines, procedures, or restrictions,"
immediately following the word "documents."
(b) FINANCIAL STATEMENTS. Section 3(d) is hereby amended by adding in the
third line thereof after the word "respect" and before the period:
"or, in the case of financial statements, a fair presentation of the
financial condition of the relevant party."
(c) ADDITIONAL REPRESENTATIONS. Section 3 is hereby amended by adding the
following additional subsections:
(g) ELIGIBLE CONTRACT PARTICIPANT. (a) It is an "eligible contract
participant" as defined in the Commodity Exchange Act, as amended by
the Commodity Futures Modernization Act of 2000, (b) the Agreement and
each Transaction is subject to individual negotiation by each party
and (c) neither this Agreement nor any Transaction will be executed or
traded on a "trading facility" within the meaning of Section 1a(33) of
the Commodity Exchange Act, as amended.
(h) LINE OF BUSINESS. It has entered into this Agreement (including
each Transaction evidenced hereby) in conjunction with its line of
business (including financial intermediation services) or the
financing of its business.
(i) NO AGENCY. It is entering into this Agreement, any Credit Support
Document to which it is a party, each Transaction and any other
documentation relating to this Agreement or any Transaction as
principal (and not as agent or in any other capacity, fiduciary or
otherwise).
In addition, the parties each represent that:
NO RELIANCE. Each party represents to the other party (which
representation will be deemed to be repeated by each party on each
date on which a Transaction is entered into
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or amended, extended or otherwise modified) that: (1) it is acting for
its own account and has made its own independent decisions to enter
into this Agreement and any Transaction hereunder and as to whether
this Agreement and any Transaction hereunder is appropriate or proper
for it based on its own judgment and upon advice from such advisors as
it has deemed necessary; (2) it is not relying on any communication
(written or oral) of the other party as investment advice or as a
recommendation to enter into this Agreement or any Transaction
hereunder, it being understood that information and explanations
related to the terms and conditions of this Agreement and any
Transaction hereunder shall not be considered investment advice or a
recommendation to enter into this Agreement or any Transaction
hereunder; (3) no communication (written or oral) received from the
other party shall be deemed to be an assurance or guarantee as to the
expected results of any Transaction hereunder; and (4) it is capable
of evaluating and understanding (on its own behalf or through
independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction; and (5) it is capable
of assuming, and assumes, the financial and other risks of that
Transaction.
In addition, Party B represents that:
ERISA. It is not, does not constitute part of and is not using as a
source of funds for any Transaction any assets of (1) an "employee
benefit plan" within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), subject
to Title I of ERISA, (2) a "plan" within the meaning of Section 4975
of the Internal Revenue Code of 1986, as amended (the "TAX CODE"),
subject to Section 4975 of the Tax Code, or (3) an entity whose
underlying assets include plan assets by reason of investment by a
plan described in (1) or (2) above in such entity, including but not
limited to, an insurance company general account, an insurance company
separate account or a collective investment fund, within the meaning
of 29 C.F.R. 2510.3-101 as modified by Section 3(42) of ERISA.
In addition, Party A represents that:
PARI PASSU: Its obligations under this Agreement rank pari passu with
all of its other unsecured, unsubordinated obligations except those
obligations preferred by operation of law.
(d) METHOD OF NOTICE. Section 12(a)(ii) of this Agreement is deleted in its
entirety.
(e) SET-OFF.
(i) All payments under this Agreement shall be made without set-off or
counterclaim, except as expressly provided for in Section 2(c) or Paragraph
8 of the Credit Support Annex.
(ii) Section 6(e) shall be amended by the deletion of the following
sentence: "The amount, if any, payable in respect of an Early Termination
Date and determined pursuant to this Section will be subject to any
Set-off."
(f) CONSENT TO RECORDING. The parties agree that each party may
electronically record all telephonic conversations between marketing and trading
personnel in connection with this Agreement. Each party agrees to obtain any
necessary consent of, and give any necessary notice of such recording, to, its
relevant personnel.
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(g) WAIVER OF JURY TRIAL. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL
RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY CREDIT SUPPORT DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.
(h) ADDITIONAL ACKNOWLEDGMENTS AND AGREEMENTS OF THE PARTIES.
(i) No Amendment without Prior Confirmation by Rating Agencies.
Section 9(b) of this Agreement is hereby amended by adding the following at
the end of such Section: ", and unless the Indenture Trustee consents and
the Rating Agencies confirm that such amendment will not cause the
reduction, suspension or withdrawal of the then-current rating of any of
the Notes, unless such amendment clarifies any term or provision, corrects
any inconsistency, cures any ambiguity, or corrects any typographical error
in this Agreement (in which case written copies of such proposed amendment
will be provided to the Rating Agencies prior to the effectiveness of such
amendment)."
(ii) Consent by Party A to Amendments to Certain Documents. Before any
amendment or supplement is made to the Indenture and/or any other
Transaction Document that would adversely affect any of Party A's rights or
obligations under this Agreement, the Indenture or such Transaction
Document, or impair the ability of Party B to fully perform any of Party
B's obligations under this Agreement, the Indenture or such Transaction
Document, Party B shall (x) provide Party A with a copy of the proposed
amendment or supplement and shall obtain the written consent of Party A
(which consent shall not be unreasonably withheld) to such amendment or
supplement prior to its adoption, (y) obtain Rating Agency Confirmation (if
otherwise required under the Indenture or other applicable Transaction
Document), and (z) if applicable, provide to Party A a copy of each such
Rating Agency Confirmation promptly after receipt thereof from the relevant
Rating Agency. For the avoidance of doubt, any Transaction Document may be
amended, supplemented or otherwise modified in accordance with the terms
thereof without the consent of Party A to cure any typographical error or
ambiguity, provided that such actions shall not adversely affect in any
respects the interests of Party A.
(i) NOTICES TO NOTEHOLDERS. Party B shall provide Party A with copies of
all notices and reports given to the holders of the Notes, and upon request,
shall provide Party A with any other notices or reports which could be requested
by the holders of any Notes.
(j) TERMS OF INDENTURE. Party B hereby agrees that, during the period
commencing with the date of this Agreement through and including such date on
which all of Party B's obligations under this Agreement are fully performed,
Party B will deliver to Party A at the address for notices to Party A provided
in Part 4 each notice, document, certificate or other writing that Party B is
obligated to furnish to any other Person under the Indenture. Party A hereby
consents to the provisions of the Indenture applicable to it with respect to
priority of payments and recourse as if Party A were a party thereto. Party B
hereby agrees that Party A shall be entitled to the benefits of the Indenture to
the extent set forth therein as if Party A were a party thereto.
(k) TRANSFERS.
(i) If a Xxxxx'x First Trigger Event has occurred and is continuing,
Party A shall at its own cost, within thirty (30) Local Business Days,
either (x) post collateral in accordance with the Credit Support Annex, (y)
procure an Eligible Guarantee in respect of all of Party A's present and
future obligations under this Agreement from a guarantor that has the
Xxxxx'x Required
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Hedge Ratings, or (z) effect a transfer of its rights and obligations under
this Agreement to an Eligible Replacement in accordance with Part 5(k)(ii).
(ii) Either (a) upon the occurrence of a Xxxxx'x First Trigger Event,
(b) pursuant to the Indemnification and Disclosure Agreement dated August
15, 2007 among American Honda Finance Corporation, American Honda
Receivables Corp. and Party A or (c) upon the occurrence of a downgrade
event under Part 5(l) and subject to Part 5(v) below and receipt of Rating
Agency Confirmation from S&P, Party A may (at its own expense) transfer all
or substantially all of its rights and obligations with respect to this
Agreement to any other entity (a "TRANSFEREE") that is an Eligible
Replacement, provided that Party B shall be entitled to determine in its
sole discretion, acting in a commercially reasonable manner, whether or not
the transfer relates to all or substantially all of Party A's rights and
obligations under this Agreement. Following such transfer, all references
to Party A shall be deemed to be references to the Transferee.
(iii) If an entity has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance) to be the transferee of a
transfer to be made in accordance with (ii) above, Party B shall (at Party
A's expense) at Party A's written request, take any reasonable steps
required to be taken by it to effect such transfer.
(l) DOWNGRADES OF PARTY A.
(A) S&P COLLATERALIZATION EVENTS. If an S&P Collateralization Event
occurs with respect to each Relevant Entity, Party A shall at its sole
expense post Eligible Collateral for the benefit of Party B in the
amount and on the terms then applicable under the Credit Support
Annex. At any time following an S&P Collateralization Event, if Party
A elects, Party A may assign its rights and obligations under all
Transactions to an Eligible Replacement in accordance with Part
5(k)(ii) above; provided that (A) no termination payments or other
settlement amounts are payable by Party B to either Party A or the
Transferee at the time of or as a result of such assignment by Party A
and (B) any termination payments or other settlement amounts are to be
settled directly between Party A and the Transferee. Alternatively,
Party A may elect to obtain for the benefit of Party B an Eligible
Guarantee of all of Party A's obligations under this Agreement;
provided that the guarantor must satisfy the Hedge Counterparty
Ratings Requirement. Upon the successful consummation of any
assignment to a Transferee or the delivery of an Eligible Guarantee as
contemplated in this Part 5(l)(A), any obligation of Party A to post
and maintain collateral under the Credit Support Annex shall terminate
and Party B shall release its security interest in, and return to
Party A, any then-posted collateral (it being understood that until
such time, if any, as Party A completes the assignment of its rights
and obligations hereunder to an Eligible Replacement or procures an
Eligible Guarantee of such obligations, Party A shall remain obligated
to post Eligible Collateral to the extent and on the terms required by
the Credit Support Annex).
(B) S&P SUBSTITUTION EVENTS. If an S&P Substitution Event occurs with
respect to each Relevant Entity, Party A shall (a) within 10 Local
Business Days of the occurrence of such S&P Substitution Event and at
its sole expense, post Eligible Collateral for the benefit of Party B
in the amount and on the terms then applicable under the Credit
Support Annex, and (b) use commercially reasonable efforts to, within
60 calendar days of the occurrence of such S&P Substitution Event,
either (1) assign its rights and obligations under all Transactions to
an Eligible Replacement in accordance with Part 5(k)(ii) above,
provided that (A) no termination payments or other settlement amounts
are payable by Party B to either Party A or the Transferee at the time
of or as a result of
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such assignment by Party A and (B) any termination payments or other
settlement amounts are to be settled directly between Party A and the
Transferee; or (2) procure an Eligible Guarantee of Party A's
obligations hereunder by a guarantor that satisfies the Hedge
Counterparty Ratings Requirement and has the Xxxxx'x Required Hedge
Ratings. Upon the successful consummation of any assignment to a
Transferee or the delivery of any Eligible Guarantee as contemplated
in this Part 5(l)(B), any obligation of Party A to post and maintain
collateral under the Credit Support Annex shall terminate and Party B
shall release its security interest in, and return to Party A, any
then-posted collateral.
(C) XXXXX'X SECOND TRIGGER EVENTS. If a Xxxxx'x Second Trigger Event
has occurred and is continuing, Party A shall at its own cost use
commercially reasonable efforts to, as soon as reasonably practicable,
either (x) procure an Eligible Guarantee in respect of all of Party
A's present and future obligations under this Agreement from a
guarantor that has the Xxxxx'x Required Hedge Ratings, or (y) effect a
transfer of its rights and obligations under this Agreement to an
Eligible Replacement in accordance with Part 5(k)(ii) above.
(m) USA PATRIOT ACT NOTICE. Party A hereby notifies Party B that pursuant
to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the "ACT"), it is required to obtain, verify and
record information that identifies Party B, which information includes the name
and address of Party B and other information that will allow Party A to identify
Party B in accordance with the Act.
(n) NON-PETITION. Party A agrees that it will not, prior to at least one
year and one day (or if longer, the applicable preference period then in effect)
following the payment in full of all the Notes issued pursuant to the Indenture,
acquiesce, petition or otherwise invoke or cause Party B to invoke the process
of any governmental authority for the purpose of commencing or sustaining a case
(whether voluntary or involuntary) against Party B under any bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of Party B or any
substantial part of its property or ordering the winding-up or liquidation of
the affairs of Party B; provided that this provision shall not restrict or
prohibit Party A from joining any other person, including, without limitation,
the Trustee, or from asserting or exercising its rights, in any bankruptcy,
reorganization, arrangement, insolvency, moratorium or liquidation proceedings
commenced by any Person other than Party A or its affiliates or other analogous
proceedings already commenced under applicable laws. This Part 5(n) shall
survive any termination of this Agreement.
(o) LIMITED RECOURSE. Notwithstanding anything to the contrary contained
herein, the obligations of Party B under this Agreement are limited recourse
obligations of Party B, payable solely from the Collateral (as such term is
defined in the Indenture), subject to and in accordance with the terms of the
Indenture, and, following realization of the Collateral, any claims of Party A
against Party B shall be extinguished and shall not thereafter revive. None of
the trustees, officers or administrators of Party B shall be liable for any
amount due from Party B under this Agreement. It is understood that the
foregoing provisions shall not (i) prevent recourse to the Collateral for the
sums due or to become due to Party A under Agreement (subject to the priority of
payments set forth in the Indenture) or (ii) constitute a waiver, release or
discharge of any obligation of Party B arising under this Agreement until the
Collateral has been realized and the proceeds applied in accordance with the
Indenture, whereupon any outstanding obligation of Party B under this Agreement
shall be extinguished. Notwithstanding the foregoing (or anything to the
contrary in this Agreement), Party B shall be liable for its own fraud, willful
misconduct and/or bad faith. This Part 5(o) shall survive any termination of
this Agreement.
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(p) JURISDICTION. Section 13(b) of this Agreement is hereby amended by: (i)
deleting the word "non-" in the second line of subparagraph (i) thereof; and
(ii) adding the words "except as necessary to pursue enforcement of the judgment
of any such court in other jurisdictions" to the last line of subparagraph (i)
thereof.
(r) DELIVERY OF CONFIRMATIONS. For each Transaction entered into hereunder,
Party A shall promptly send to Party B a Confirmation (which may be via
facsimile transmission). Party B agrees to respond to such Confirmation within
two Local Business Days, either confirming agreement thereto or requesting a
correction of any error(s) contained therein. Failure by Party A to send a
Confirmation or of Party B to respond within such period shall not affect the
validity or enforceability of such Transaction. Absent manifest error, there
shall be a presumption that the terms contained in such Confirmation are the
terms of the Transaction.
(s) CERTAIN DEFINITIONS.
"ELIGIBLE GUARANTEE" means an unconditional and irrevocable guarantee
that is satisfactory to S&P (as evidenced by receipt of Rating Agency
Confirmation from S&P) and is provided by a guarantor which waives
traditional suretyship defenses or which is a monoline insurer under a
traditional financial guarantee insurance policy (and in either case
does not require the benificary to proceed against the principal
obligor prior to a claim for payment) and is directly enforceable by
Party B, where either (A) a law firm has given a legal opinion
confirming that none of the guarantor's payments to Party B under such
guarantee will be subject to withholding for Tax and such opinion has
been disclosed to Xxxxx'x, (B) such guarantee provides that, in the
event that any of such guarantor's payments to Party B are subject to
withholding for Tax, such guarantor is required to pay such additional
amount as is necessary to ensure that the net amount actually received
by Party B (free and clear of any withholding tax) will equal the full
amount Party B would have received had no such withholding been
required, or (C) in the event that any payment under such guarantee is
made net of deduction or withholding for Tax, Party A is required,
under Section 2(a)(i), to make such additional payment as is necessary
to ensure that the net amount actually received by Party B from the
guarantor will equal the full amount Party B would have received had
no such deduction or withholding been required.
"ELIGIBLE REPLACEMENT" means an entity (i) that (A) has the Xxxxx'x
First Trigger Required Ratings and/or the Xxxxx'x Second Trigger
Required Ratings and (B) satisfies the Hedge Counterparty Ratings
Requirement, or (ii) whose present and future obligations owing to
Party B are guaranteed pursuant to an Eligible Guarantee provided by a
guarantor that (A) has the Xxxxx'x Required Hedge Ratings, and (B)
satisfies the Hedge Counterparty Ratings Requirement.
"FINANCIAL INSTITUTION" means any bank, broker-dealer, insurance
company, derivative products company or structured investment vehicle
or any other entity that under published S&P hedge counterparty
criteria constitutes a "Financial Institution".
"FIRM OFFER" means an offer which, when made, was capable of becoming
legally binding upon acceptance.
"HEDGE COUNTERPARTY RATINGS REQUIREMENT" is satisfied by a Relevant
Entity (i) if such entity is not a "Financial Institution", it has a
short-term rating from S&P of at least "A-1" or, if such entity does
not have a short-term rating from S&P, a long-term rating
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from S&P of at least "A+" or (ii) if such entity is a Financial
Institution, it has a short-term rating from S&P of at least "A-2"
(or, if such entity does not have a short-term rating from S&P, a
long-term rating from S&P of at least "BBB+") (it being understood
that any Relevant Entity that is a Financial Institution, and whose
short-term rating from S&P is "A-2" or, if it does not have a
short-term rating from S&P, whose long-term rating from S&P is "BBB+",
"A-" or "A" shall be deemed to be subject to an S&P Collateralization
Event).
"XXXXX'X COLLATERALIZATION REQUIREMENTS" means the obligation of Party
A to post collateral at the times, and in the amounts, required under
the Credit Support Annex in connection with the occurrence of a
Xxxxx'x First Trigger Event or Xxxxx'x Second Trigger Event (as
applicable). For the avoidance of doubt, the Xxxxx'x Collateralization
Requirements shall be calculated as if no S&P Collateralization Event
or S&P Substitution Event had then occurred.
"XXXXX'X FIRST TRIGGER EVENT" means, at any time when Notes are
Outstanding and rated by Xxxxx'x but a Xxxxx'x Second Trigger Event
has not occurred, that no Relevant Entity satisfies the Xxxxx'x First
Trigger Required Ratings.
"XXXXX'X FIRST TRIGGER REQUIRED RATINGS" are satisfied by an entity
(x) where such entity is the subject of a Xxxxx'x Short-term Rating,
if such rating is "Prime-1" and its long term, unsecured and
unsubordinated debt obligations are rated "A2" or above by Xxxxx'x,
and (y) where such entity is not the subject of a Xxxxx'x Short-term
Rating, if its long-term, unsecured and unsubordinated debt
obligations are rated "A1" or above by Xxxxx'x.
"XXXXX'X REQUIRED HEDGE RATINGS" means the Xxxxx'x First Trigger
Required Ratings or the Xxxxx'x Second Trigger Required Ratings.
"XXXXX'X SECOND TRIGGER EVENT" means, at any time when Notes are
Outstanding and rated by Xxxxx'x, that no Relevant Entity satisfies
the Xxxxx'x Second Trigger Required Ratings.
"XXXXX'X SECOND TRIGGER REQUIRED RATINGS" are satisfied by the entity
(x) where such entity is the subject of a Xxxxx'x Short-term Rating,
if such rating is "Prime-2" or above and its long-term, unsecured and
unsubordinated debt obligations are rated "A3" or above by Xxxxx'x,
and (y) where such entity is not the subject of a Xxxxx'x Short-term
Rating, if its long-term, unsecured and unsubordinated debt
obligations are rated "A3" or above by Xxxxx'x.
"XXXXX'X SHORT-TERM RATING" means a rating assigned by Xxxxx'x under
its short-term rating scale in respect of an entity's short-term,
unsecured and unsubordinated debt obligations.
"RATING AGENCY CONFIRMATION" means with respect to any specified
action or determination, receipt by Party B of written confirmation
from each Rating Agency, for so long as any Notes are outstanding and
rated by either Rating Agency, that such specified action or
determination will not cause such Rating Agency to reduce or withdraw
its rating of any such Notes.
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"RELEVANT ENTITIES" means Party A and any guarantor under an Eligible
Guarantee in respect of all of Party A's present and future
obligations under this Agreement.
An "S&P COLLATERALIZATION EVENT" is deemed to occur with respect to a
Relevant Entity if (i) no Substitution Event has occurred with respect
to each Relevant Entity, (ii) such Relevant Entity is a Financial
Institution, (iii) any of the Notes are Outstanding and rated by S&P,
and (iv) the short-term rating of such Relevant Entity from S&P is
downgraded below "A-1" or, if such Relevant Entity does not have a
short-term rating from S&P, the long-term rating of such Relevant
Entity from S&P is downgraded below "A+".
"S&P COLLATERALIZATION REQUIREMENTS" means the obligation of Party A
to post collateral at the times, and in the amounts, required under
the Credit Support Annex in connection with the occurrence of an S&P
Collateralization Event or an S&P Substitution Event (as applicable).
For the avoidance of doubt, the S&P Collateralization Requirements
shall be calculated as if no Xxxxx'x First Trigger Event or Xxxxx'x
Second Trigger Event had then occurred.
An "S&P SUBSTITUTION EVENT" is deemed to occur with respect to a
Relevant Entity if, at any time when any of the Notes are Outstanding
and rated by S&P, the short-term rating of such Relevant Entity from
S&P is withdrawn, suspended or downgraded below "A-1" (if such
Relevant Entity is not a Financial Institution) or below "A-2" (if
such Relevant Entity is a Financial Institution) or, if no such
short-term rating exists, if the long-term rating of such Relevant
Entity from S&P is withdrawn, suspended or downgraded below "A+" (if
such Relevant Entity is not a Financial Institution) or below "BBB+"
(if such Relevant Entity is a Financial Institution).
"TRANSACTION DOCUMENTS" shall mean the Indenture, the Administration
Agreement, the Receivables Purchase Agreement, the Sale and Servicing
Agreement, the Trust Agreement and any account control agreement or
similar agreement assigning, granting or perfecting an interest in
Collateral for the benefit of Party A under the Indenture.
(t) SAFE HARBORS. Each party to this Agreement acknowledges that:
(i) This Agreement, including any Credit Support Document, is a
"master netting agreement" as defined in the U.S. Bankruptcy Code (the
"CODE"), and a "netting contract" as defined in the netting provisions
of the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), and this Agreement, including any Credit Support Document,
and each Transaction hereunder is of a type set forth in Section
561(a)(1)-(5) of the Code;
(ii) Party A is a "master netting agreement participant," a "financial
institution," a "financial participant," a "forward contract merchant"
and a "swap participant" as defined in the Code, and a "financial
institution" as defined in the netting provisions of FDICIA;
(iii) The remedies provided herein, and in any Credit Support
Document, are the remedies referred to in Section 561(a), Sections
362(b)(6), (7), (17) and (27), and Section 362(o) of the Code, and in
Section 11(e)(8)(A) and (C) of the Federal Deposit Insurance Act;
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(iv) All transfers of cash, securities or other property under or in
connection with this Agreement, any Credit Support Document or any
Transaction hereunder are "transfers" made "by or to (or for the
benefit of)" a "master netting agreement participant", a "financial
institution", a "financial participant", a "forward contract merchant"
or a "swap participant" (each as defined in the Code) within the
meaning of Sections 546(e), (f), (g) and (j) of the Code; and
(v) All obligations under or in connection with this Agreement, any
Credit Support Document or any Transaction hereunder represent
obligations in respect of "termination values", "payment amounts" and
"transfer obligations" within the meaning of Sections 362, 560 and 561
of the Code.
(u) TAX. Notwithstanding the definition of "Indemnifiable Tax" in Section
14 of this Agreement, in relation to payments by Party A, any Tax shall be an
Indemnifiable Tax and, in relation to payments by Party B, no Tax shall be an
Indemnifiable Tax.
(v) RATING AGENCY NOTIFICATIONS. Notwithstanding any other provision of
this Agreement, this Agreement shall not be amended, no Early Termination Date
shall be effectively designated by Party B, and no transfer of any rights or
obligations under this Agreement shall be made unless Xxxxx'x and S&P have been
given prior written notice of such amendment, designation or transfer.
(x) SEVERABILITY. If any term, provision, covenant, or condition of this
Agreement, or the application thereof to any party or circumstance, shall be
held to be invalid or unenforceable (in whole or in part) for any reason, the
remaining terms, provisions, covenants, and conditions hereof shall continue in
full force and effect as if this Agreement had been executed with the invalid or
unenforceable portion eliminated, so long as this Agreement as so modified
continues to express, without material change, the original intentions of the
parties as to the subject matter of this Agreement and the deletion of such
portion of this Agreement will not substantially impair the respective benefits
or expectations of the parties to the Agreement; provided, however, that this
severability provision shall not be applicable if any provision of Section 2, 5,
6, or 13 (or any definition or provision in Section 14 to the extent it relates
to, or is used in or in connection with, any such Section) shall be so held to
be invalid or unenforceable.
(y) ACKNOWLEDGEMENT OF ASSIGNMENT. Party A hereby acknowledges and consents
to Party's assignment to the Trustee, for the benefit of the secured parties
under the Indenture, of Party B's rights hereunder, including the right to
enforce Party A's obligations hereunder.
(z) COMPLIANCE WITH REGULATION AB. In connection with the Indenture, Party
B represents that this Agreement is a derivative instrument as described in Item
1115 of Regulation AB under the Securities Act of 1933 and the Securities
Exchange Act of 1934, as amended ("REGULATION AB"), and not a credit support
contract described in Item 1114 of Regulation AB.
Reference is made to the Indemnification and Disclosure Agreement dated
August 15, 2007 among American Honda Finance Corporation, American Honda
Receivables Corp, and Party A with regard to further provisions concerning
Regulation AB.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Schedule by their duly
authorized officers as of the date hereof.
BANK OF AMERICA, N.A. HONDA AUTO RECEIVABLES 2007-3 OWNER
TRUST
BY: CITIBANK, N.A., not in its
individual capacity but solely as Owner
Trustee on behalf of the Trust
------------------------------------- ----------------------------------------
Name: Name:
Title: Title:
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