EXECUTION COPY
AMERICAN HONDA RECEIVABLES CORP.,
as Seller,
HONDA AUTO RECEIVABLES 2008-1 OWNER TRUST,
as Initial Secured Party,
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Indenture Trustee,
as Assignee-Secured Party,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Securities Intermediary
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CONTROL AGREEMENT
Dated as of June 1, 2008
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TABLE OF CONTENTS
Page
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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.................................................. 3
ARTICLE THREE
REPRESENTATIONS, WARRANTIES AND COVENANTS OF 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.............................................................
5
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..............................................................
6
Section 4.08. Limitation of Liability of Owner
Trustee.................................. 6
Section 4.09. Rights of the Indenture
Trustee........................................... 7
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This Control Agreement, dated as of June 1, 2008 (this
"Agreement"), is
among American Honda Receivables Corp. (the "Seller"), Honda Auto
Receivables
2008-1 Owner Trust (the "Initial Secured Party"), American Honda
Finance
Corporation (the "Servicer"), Deutsche Bank Trust Company Americas,
as indenture
trustee (the "Assignee-Secured Party"), and Deutsche Bank Trust
Company
Americas, 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 June 1, 2008,
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 65585 in the name
"Honda Auto
2008-1 Owner Trust Reserve Fund Account" and account number 65586
in the name
"Honda Auto 2008-1 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 June 1, 2008, 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 June 9,
2008, as amended
and restated on June 26, 2008, between the Seller and U.S. Bank
Trust National
Association, as owner trustee (not in its individual capacity, but
solely as
owner trustee, the "Owner 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
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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
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