Execution Copy
AMERICAN HONDA RECEIVABLES
CORP.,
as Seller,
HONDA AUTO RECEIVABLES 2005-2 OWNER
TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE
CORPORATION,
as Servicer
JPMORGAN CHASE BANK, N.A.,
as Indenture Trustee,
as Assignee-Secured Party,
and
JPMORGAN CHASE BANK, N.A.,
as Securities Intermediary
CONTROL AGREEMENT
Dated as of April 1, 2005
TABLE OF CONTENTS
Page
ARTICLE ONE
DEFINITIONS
Section 1.01.
General Definitions
1
Section 1.02.
Incorporation of UCC by
Reference
2
ARTICLE TWO
ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS
Section 2.01.
Establishment of Securities
Accounts
2
Section 2.02.
“Financial Assets”
Election
3
Section 2.03.
Entitlement Orders
3
Section 2.04.
Subordination of Lien, Waiver of
Set-Off
3
Section 2.05.
Notice of Adverse Claims
4
ARTICLE THREE
REPRESENTATIONS, WARRANTIES AND COVENANTSOF THE SECURITIES
INTERMEDIARY
Section 3.01.
Representations, Warranties and Covenants
of the Securities Intermediary
4
Section 3.02.
Duties and Liabilities of the Securities
Intermediary Generally.
4
ARTICLE FOUR
MISCELLANEOUS
Section 4.01.
Choice of Law
6
Section 4.02.
Conflict with other Agreements
6
Section 4.03.
Amendments
6
Section 4.04.
Successors
6
Section 4.05.
Notices
6
Section 4.06.
Termination
6
Section 4.07.
Counterparts
7
Section 4.08.
Limitation of Liability of Owner
Trustee
7
Section 4.09.
Rights of the Indenture
Trustee
7
This Control Agreement, dated as of April
1, 2005 (this “ Agreement ”), is among American
Honda Receivables Corp. (the “ Seller ”), Honda
Auto Receivables 2005-2 Owner Trust (the “ Initial Secured
Party ”), American Honda Finance Corporation (the “
Servicer ”), JPMorgan Chase Bank, N.A., as indenture
trustee (the “ Assignee-Secured Party ”), and
JPMorgan Chase Bank, N.A., as securities intermediary (the “
Securities Intermediary ”).
RECITALS
WHEREAS, pursuant to the Sale and
Servicing Agreement, the Seller has transferred to the Initial
Secured Party, investment property consisting of Securities
Accounts (hereinafter defined), related securities entitlements and
the financial assets and other investment property from time to
time included therein (collectively, the “ Investment
Property ”).
WHEREAS, the Initial Secured Party has
pledged and assigned its rights in the Investment Property to the
Assignee-Secured Party pursuant to the Indenture to secure payment
of the Notes;
WHEREAS, pursuant to the Indenture, on
the date on which the lien of the Indenture is released, rights
with respect to the Investment Property shall be transferred back
to the Initial Secured Party;
WHEREAS, the parties hereto desire (i)
that the security interest of the Assignee-Secured Party be a first
priority security interest perfected by “control”
pursuant to Articles Eight and Nine of the UCC and (ii) to make
provision for the perfection in a similar manner of the Initial
Secured Party’s security interest following release of the
lien of the Indenture.
NOW, THEREFORE, in consideration of the
premises and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01.
General Definitions
. Except as otherwise specified
herein or as the context may otherwise require, the following terms
have the respective meanings set forth below for all purposes of
this Agreement.
“ Agreement ” has the
meaning set forth in the Preamble.
“ Assignee-Secured Party
” has the meaning set forth in the Preamble.
“ Entitlement Holder ”
means, with respect to any financial asset, a Person identified in
the records of the Securities Intermediary as the Person having a
Security Entitlement against the Securities Intermediary with
respect to such financial asset.
“ Indenture ” means
the Indenture, dated as of April 1, 2005, between the
Initial-Secured Party and the Assignee-Secured Party.
“ Initial Secured Party
” has the meaning set forth in the Preamble.
“ Notes ” has the
meaning set forth in the Indenture.
“ Person ” means any
individual, corporation, estate, partnership, joint venture,
association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency
or political subdivision thereof.
“ Securities Accounts
” means account number 10222390.3 in the name “Honda
Auto 2005-2 Owner Trust Reserve Fund Account” and account
number 10222390.4 in the name “Honda Auto 2005-2 Owner Trust
Yield Supplement Account”, established with the Securities
Intermediary, or an affiliate thereof, pursuant to the Indenture,
together with any successor accounts established pursuant to the
Indenture, or, after release of the lien of the Indenture, the
Trust Agreement.
“ Sale and Servicing
Agreement ” means the Sale and Servicing Agreement, dated
as of April 1, 2005, between the Seller and the Initial Secured
Party.
“ Secured Obligations
” has the meaning set forth in the Sale and Servicing
Agreement.
“ Servicer ” has the
meaning set forth in the Preamble.
“ Seller ” has the
meaning set forth in the Preamble.
“ Trust Agreement ”
means the trust agreement dated March 18, 2005, as amended and
restated on April 26, 2005, between the Seller, The Bank of New
York, as owner trustee (not in its individual capacity, but solely
as owner trustee, the “Owner Trustee’) and The Bank of
New York (Delaware), as Delaware trustee (the “Delaware
Trustee”).
“ UCC ” means the
Uniform Commercial Code as in effect in the State of New York on
the date hereof.
Section 1.02.
Incorporation of UCC by
Reference . Except as
otherwise specified herein or as the context may otherwise require,
all terms used in this Agreement not otherwise defined herein which
are defined in the UCC shall have the meanings assigned to them in
the UCC.
ARTICLE TWO
ESTABLISHMENT OF CONTROL OVER SECURITIES
ACCOUNTS
Section 2.01.
Establishment of Securities
Accounts . The
Securities Intermediary hereby confirms that (i) the Securities
Intermediary has established the Securities Accounts listed in the
definition thereof, (ii) each Securities Account is an account to
which financial assets are or may be credited, (iii) the Securities
Intermediary shall, subject to the terms of this Agreement and the
Indenture, treat the Assignee-Secured Party as entitled to exercise
the rights that comprise any financial asset credited to each
Securities Account, (iv) all property delivered to the Securities
Intermediary by or on behalf of the Assignee-Secured Party or the
Initial Secured Party for deposit to one of the Securities Accounts
will promptly be credited to that Securities Account and (v) all
securities or other property underlying any financial assets
credited to any of the Securities Accounts shall be registered in
the name of the Securities Intermediary, endorsed to the Securities
Intermediary or in blank or credited to another securities account
maintained in the name of the Securities Intermediary and in no
case will any financial asset credited to any Securities Account be
registered in the name of the Seller, payable to the order of the
Seller or specially endorsed to the Seller except to the extent the
foregoing have been specially endorsed to the Securities
Intermediary or in blank.
Section 2.02.
“Financial Assets”
Election . The
Securities Intermediary hereby agrees that each item of property
(whether investment property, financial asset, security, instrument
or cash) credited to each Securities Account shall be treated as a
“financial asset” within the meaning of Section
8-102(a)(9) of the UCC.
Section 2.03.
Entitlement Orders
. If at any time the Securities
Intermediary shall receive any written order from the
Assignee-Secured Party directing transfer or redemption of any
financial asset relating to any Securities Account, the Securities
Intermediary shall comply with such order without further consent
by the Seller, the Servicer, the Initial Secured Party or any other
Person. If at any time the Assignee-Secured Party notifies
the Securities Intermediary in writing that the lien of the
Indenture has been released, the Securities Intermediary shall
thereafter comply with orders with respect to directing transfer or
redemption of any financial asset relating to any Securities
Account from the Initial Secured Party without further consent by
the Seller, the Servicer or any othe
