Execution Copy
HONDA AUTO RECEIVABLES 2005-5 OWNER
TRUST,
as Issuer,
AMERICAN HONDA FINANCE CORPORATION,
as Administrator,
AMERICAN HONDA RECEIVABLES CORP.,
as Depositor,
and
U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of October 1, 2005
TABLE OF CONTENTS
Page
Section 1.01 Capitalized Terms;
Interpretive Provisions.
1
Section 1.02 Duties of the
Administrator.
2
Section 1.03 Records
7
Section 1.04
Compensation
7
Section 1.05 Additional Information
to be Furnished to the Issuer
8
Section 1.06 Independence of the
Administrator
8
Section 1.07 No Joint
Venture
8
Section 1.08 Other Activities of
Administrator
8
Section 1.09 Term of Agreement;
Resignation and Removal of Administrator
8
Section 1.10 Action Upon
Termination, Resignation or Removal
9
Section 1.11 Notices
10
Section 1.12 Amendments
10
Section 1.13 Successors and
Assigns
10
Section 1.14 Governing
Law
11
Section 1.15 Headings
11
Section 1.16
Counterparts
11
Section 1.17
Severability
11
Section 1.18 Limitation of
Liability of Owner Trustee and Indenture Trustee.
11
Section 1.19 Third-Party
Beneficiary
12
Section 1.20 Rights of the
Indenture Trustee
12
EXHIBITS
Exhibit A - Form of Power of
Attorney
A-1
This Administration Agreement, dated as
of October 1, 2005 (the “Agreement”), is among Honda
Auto Receivables 2005-5 Owner Trust, as issuer (the
“Issuer”), American Honda Finance Corporation
(“AHFC”), as administrator (in such capacity, the
“Administrator”), American Honda Receivables Corp.
(“AHRC”), as depositor (in such capacity, the
“Depositor”), and U.S. Bank National Association, as
indenture trustee (the “Indenture Trustee”).
WHEREAS, the Issuer was created pursuant
to the Amended and Restated Trust Agreement, dated as of October
25, 2005 (the “Trust Agreement”), between the Depositor
and Deutsche Bank Trust Company Delaware, as owner trustee (the
“Owner Trustee”);
WHEREAS, the Issuer is issuing 4.22063%
Asset Backed Notes, Class A-1, 4.54% Asset Backed Notes, Class A-2,
4.61% Asset Backed Notes, Class A-3 and 4.69% Asset Backed
Notes, Class A-4 (collectively, the “Notes”) pursuant
to an Indenture, dated as of the date hereof (the
“Indenture”), between the Issuer and the Indenture
Trustee;
WHEREAS, the Issuer has entered into
certain agreements in connection with the issuance of the Notes and
of certain beneficial ownership interests of the Issuer, including
(i) the Indenture, (ii) a Sale and Servicing Agreement, dated as of
the date hereof (the “Sale and Servicing Agreement”),
among the Issuer, AHRC, as transferor (in such capacity, the
“Seller”), and AHFC, as servicer (in such capacity, the
“Servicer”), and (iii) a Letter of Representations,
dated October 24, 2005 (the “Note Depository Agreement”
and, together with this Agreement, the Indenture, the Sale and
Servicing Agreement, the Control Agreement and the Trust Agreement,
the “Related Documents”), among the Issuer, the
Indenture Trustee and The Depository Trust Company;
WHEREAS, pursuant to the Related
Documents, the Issuer and the Owner Trustee are required to perform
certain duties in connection with (i) the Notes and the collateral
therefor pledged pursuant to the Indenture (the
“Collateral”) and (ii) the beneficial ownership
interests in the Issuer (the registered holders of such interests
being referred to herein as the “Owners”);
WHEREAS, the Issuer and the Owner Trustee
desire to have the Administrator perform certain of the duties of
the Issuer and the Owner Trustee referred to in the preceding
clause and to provide such additional services consistent with the
terms of this Agreement and the other Related Documents as the
Issuer and the Owner Trustee may from time to time request;
and
WHEREAS, the Administrator has the
capacity to provide the services required hereby and is willing to
perform such services for the Issuer and the Owner Trustee on the
terms set forth herein;
NOW, THEREFORE, 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:
Section 1.01
Capitalized Terms; Interpretive
Provisions .
(a)
Capitalized terms used herein that are
not otherwise defined shall have the meanings ascribed thereto or
incorporated by reference in the Sale and Servicing Agreement, the
Trust Agreement or the Indenture, as the case may be. Whenever used
herein, unless the context otherwise requires, the following words
and phrases shall have the following meanings:
“ Agreement ” means
this Administration Agreement, as amended, supplemented or modified
from time to time.
“ Related Documents ”
has the meaning set forth in the Preamble.
(b)
For all purposes of this Agreement,
except as otherwise expressly provided or unless the context
otherwise requires, (i) terms used in this Agreement include, as
appropriate, all genders and the plural as well as the singular,
(ii) references to this Agreement include all Exhibits hereto,
(iii) references to words such as “herein”,
“hereof” and the like shall refer to this Agreement as
a whole and not to any particular part, Article or Section within
this Agreement, (iv) the term “include” and all
variations thereof shall mean “include without
limitation”, (v) the term “or” shall include
“and/or” and (vi) the term “proceeds” shall
have the meaning ascribed to such term in the UCC.
Section 1.02
Duties of the Administrator
.
(a)
The Administrator agrees to perform all
its duties as Administrator and, except as specifically excluded
herein, agrees to perform all the duties of the Issuer and the
Owner Trustee under the Related Documents. In addition, the
Administrator shall consult with the Owner Trustee regarding the
duties of the Issuer or the Owner Trustee under the Related
Documents. The Administrator shall monitor the performance of the
Issuer and shall advise the Owner Trustee when action is necessary
to comply with the respective duties of the Issuer and the Owner
Trustee under the Related Documents. The Administrator shall
prepare for execution by the Issuer or the Owner Trustee, or shall
cause the preparation by other appropriate persons of, all such
documents, reports, notices, filings, instruments, certificates and
opinions that it shall be the duty of the Issuer or the Owner
Trustee to prepare, file or deliver pursuant to the Related
Documents. In furtherance of the foregoing, the Administrator shall
take (or, in the case of the immediately preceding sentence, cause
to be taken) all appropriate action that the Issuer or the Owner
Trustee is required to take pursuant to the Indenture including,
without limitation, such of the foregoing as are required with
respect to the following matters under the Indenture (references
are to Sections of the Indenture):
(i)
the preparation of or obtaining of the
documents and instruments required for execution and authentication
of the Notes and delivery of the same to the Indenture Trustee
(Section 2.02);
(ii)
the duty to cause the Note Register to be
kept and to give the Indenture Trustee notice of any appointment of
a new Note Registrar and the location, or change in location, of
the Note Register (Section 2.04);
(iii)
the notification of Noteholders and the
Rating Agencies of the final principal payment on the Notes
(Section 2.07(b));
(iv)
the fixing or causing to be fixed of any
special record date and the notification of the Indenture Trustee
and Noteholders with respect to special payment dates, if any
(Section 2.07(c));
(v)
the preparation of Definitive Notes in
accordance with the instructions of the Clearing Agency (Section
2.11);
(vi)
the preparation, obtaining or filing of
the instruments, opinions and certificates and other documents
required for the release of collateral (Section 2.12);
(vii)
the duty to cause newly appointed Paying
Agents, if any, to deliver to the Indenture Trustee the instrument
specified in the Indenture regarding funds held in trust (Section
3.03);
(viii)
the direction to the Indenture Trustee to
deposit monies with Paying Agents, if any, other than the Indenture
Trustee (Section 3.03);
(ix)
the obtaining and preservation of the
Issuer’s qualifications to do business, including under the
Pennsylvania Motor Vehicle Sale Finance Act and MD. Fin. Inst. Code
Ann., Title 11, Subtitle 4 (Section 3.04), as
applicable;
(x)
the preparation of all supplements and
amendments to the Indenture and all financing statements,
continuation statements, instruments of further assurance and other
instruments and the taking of such other action as are necessary or
advisable to protect the Owner Trust Estate (Section
3.05);
(xi)
the delivery of the Opinion of Counsel on
the Closing Date and the annual delivery of Opinions of Counsel as
to the Owner Trust Estate, and the annual delivery of the
Officer’s Certificate and certain other statements as to
compliance with the Indenture (Sections 3.06 and 3.09);
(xii)
the identification to the Indenture
Trustee in an Officer’s Certificate of a Person with whom the
Issuer has contracted to perform its duties under the Indenture
(Section 3.07(b));
(xiii)
the notification of the Indenture Trustee
and the Rating Agencies of each Servicer Default and, if such
Servicer Default arises from the failure of the Servicer to perform
any of its duties or obligations under the Servicing Agreement with
respect to the Receivables, the taking of all reasonable steps
available to remedy such failure (Section 3.07(d));
(xiv)
the preparation and obtaining of
documents and instruments required for the release of the Issuer
from its obligations upon the merger or consolidation of the Issuer
under the Indenture and the obtaining of the Opinion of Counsel and
the Officer’s Certificate relating thereto (Section
3.10);
(xv)
the duty to cause the Servicer to comply
with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale
and Servicing Agreement (Section 3.14);
(xvi)
the delivery of written notice to the
Indenture Trustee and each Rating Agency of each Event of Default
and each default by the Servicer or the Seller under the Sale and
Servicing Agreement (Section 3.19);
(xvii)
the monitoring of the Issuer’s
obligations as to the satisfaction and discharge of the Indenture
and the preparation of an Officer’s Certificate and the
obtaining of the Opinion of Counsel and the Independent Certificate
relating thereto (Section 4.01);
(xviii)
the compliance with Section 5.04 of the
Indenture with respect to the sale of the Owner Trust Estate in a
commercially reasonable manner if an Event of Default shall have
occurred and be continuing (Section 5.04);
(xix)
the preparation and delivery of notice to
Noteholders of the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee (Section
6.08);
(xx)
the preparation and delivery to each
Noteholder such information as may be required to enable such
holder to prepare its federal and state income tax returns (Section
6.06);
(xxi)
the preparation of any written
instruments required to confirm more fully the authority of any
co-trustee or separate trustee and any written instruments
necessary in connection with the resignation or removal of the
Indenture Trustee or any co-trustee or separate trustee (Sections
6.08 and 6. 10);
(xxii)
the furnishing of the Indenture Trustee
with the names and addresses of Noteholders during any period when
the Indenture Trustee is not the Note Registrar (Section
7.01);
(xxiii)
the preparation and, after execution by
the Issuer, the filing with the Commission, any applicable state
agencies and the Indenture Trustee of documents required to be
filed on a periodic basis with, and summaries thereof as may be
required by rules and regulations prescribed by, the Commission and
any applicable state agencies and the transmission of such
summaries, as necessary, to the Noteholders (Section
7.03);
(xxiv)
the opening of one or more accounts in
the Issuer’s name and the taking of all other actions
necessary with respect to investment and reinvestment of funds in
the Accounts (Sections 8.02 and 8.03);
(xxv)
the preparation of an Issuer Request and
Officer’s Certificate and the obtaining of an Opinion of
Counsel and Independent Certificates, if necessary, for the release
of the Owner Trust Estate (Sections 8.04 and 8.05);
(xxvi)
the preparation of Issuer Requests, the
obtaining of Opinions of Counsel and the certification to the
Indenture Trustee with respect to the execution of supplemental
indentures and the mailing to the Noteholders of notices with
respect to such supplemental indentures (Sections 9.01 and
9.02);
(xxvii)
the execution and delivery of new Notes
conforming to any supplemental indenture (Section 9.06);
(xxviii)
the duty to notify Noteholders and the
Rating Agencies of redemption of the Notes or to cause the
Indenture Trustee to provide such notification (Sections 10.01 and
10.02);
(xxix)
the preparation and delivery of all
Officer’s Certificates, Opinions of Counsel and Independent
Certificates with respect to any requests by the Issuer to the
Indenture Trustee to take any action under the Indenture (Section
11.01(a));
(xxx)
the preparation and delivery of
Officer’s Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property from the
Lien of the Indenture (Section 11.01(b));
(xxxi)
the notification of each Rating Agency,
upon the failure of the Issuer, the Owner Trustee or the Indenture
Trustee to give such notification, of the information required
pursuant to Section 11.04 of the Indenture (Section 11.04);
and
(xxxii)
the recording of the Indenture, if
applicable (Section 11.15).
(b)
The Administrator shall:
(i)
pay from time to time reasonable
compensation to (A) the Indenture Trustee for all services rendered
by the Indenture Trustee under the Basic Documents and (B) the
Owner Trustee for all services rendered under the Trust Agreement
(in each case which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an
express trust);
(ii)
except as otherwise expressly provided in
the Indenture, reimburse the Indenture Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or
made by the Indenture Trustee in accordance with any provision of
the Basic Documents (including the reasonable compensation,
expenses and disbursements of its agents and counsel), except any
such expense, disbursement or advance as may be attributable to its
willful misconduct, negligence or bad faith;
(iii)
except as otherwise expressly provided in
the third sentence of Section 7.01 of the Trust Agreement,
reimburse the Owner Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Owner
Trustee in accordance with any provision of the Trust Agreement
(including reasonable compensation, expenses and disbursements of
its agents and counsel), except any such expense, disbursement or
advance as may be attributable to its willful misconduct, gross
negligence or bad faith; and
(iv)
indemnify the Indenture Trustee, the
Owner Trustee (both individually and in its capacity as such) and
their respective agents for (including in the case of the Owner
Trustee, Deutsche Bank Trust Company Americas), and hold them
harmless against, any loss, liability or expense incurred without
negligence (or, in the case of the O
