EXECUTION COPY
HONDA AUTO RECEIVABLES 2008-1 OWNER TRUST,
as Issuer,
AMERICAN HONDA FINANCE CORPORATION,
as Sponsor and Administrator,
AMERICAN HONDA RECEIVABLES CORP.,
as Depositor,
and
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Indenture Trustee
ADMINISTRATION AGREEMENT
Dated as of June 1, 2008
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.......................................... 11
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
Section 1.21 Additional Requirements of the
Administrator.................... 12
EXHIBITS
Exhibit A - Form of Power of
Attorney.......................................... A-1
Exhibit B - Form of Annual
Certification....................................... B-1
Exhibit C - Servicing Criteria to be Addressed in Assessment of
Compliance..... C-1
This Administration Agreement, dated as of June 1, 2008 (the
"Agreement"),
is among Honda Auto Receivables 2008-1 Owner Trust, as Issuer (the
"Issuer"),
American Honda Finance Corporation ("AHFC"), as sponsor (in such
capacity, the
"Sponsor") and administrator (in such capacity, the
"Administrator"), American
Honda Receivables Corp. ("AHRC"), as depositor (in such capacity,
the
"Depositor"), and Deutsche Bank Trust Company Americas, as
indenture trustee
(the "Indenture Trustee").
WHEREAS, the Issuer was created pursuant to the Amended and
Restated Trust
Agreement, dated as of June 26, 2008 (the "Trust Agreement"),
between the
Depositor and U.S. Bank Trust National Association, as owner
trustee (the "Owner
Trustee");
WHEREAS, the Issuer is issuing 2.91645% Asset Backed Notes,
Class A-1,
3.77% Asset Backed Notes, Class A-2, 4.47% Asset Backed Notes,
Class A-3 and
4.88% 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 June
25, 2008 (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));
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(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);
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(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
4
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, on behalf of the Issuer, 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, on behalf of the Issuer, the Indenture Trustee upon
its request
for all reasonable expenses (including in connection with the
removal
and/or resignation of the Indenture Trustee in accordance with
the
Indenture), 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, on behalf of
the Issuer and
the Owner Trustee upon either party's request for all
reasonable expenses
(including in connection with the removal and/or resignation
of the Owner
Trustee in accordance with the Trust Agreement), disbursements
and advances
incurred or made by the Owner Trustee in accordance with any
provision of
the Trust Agreement (including reasonable
5
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, on behalf of the Issuer, the Indenture
Trustee and the
Owner Trustee and their respective agents for, and hold them
harmless
against, any loss, liability or expense incurred without
negligence (or, in
the case of the Owner Trustee only, gross negligence), willful
misconduct
or bad faith on their part, arising out of or in connection
with the
acceptance or administration of the transactions contemplated
by the Basic
Documents, as the case may be, including the reasonable costs
and expenses
of defending themselves against any claim or liability in
connection with
the exercise or performance of any of their powers or duties
thereunder.
The obligations of the Administrator under this Section
1.02(b) shall
survive the termination of this agreement.
(c) In addition to the duties set forth in Sections 1.02(a)
and (b), the
Administrator shall perform such calculations and shall prepare or
shall cause
the preparation by other appropriate Persons of, and shall execute
on behalf of
the Issuer, all such documents, notices, reports, filings,
instruments,
certificates and opinions that the Issuer or the Owner Trustee are
required to
prepare, file or deliver pursuant to the Related Documents, and at
the request
of the Owner Trustee shall take all appropriate action that the
Issuer or the
Owner Trustee are required to take pursuant to the Related
Documents. In
furtherance thereof, the Issuer shall execute and deliver to the
Administrator
and to each successor Administrator appointed pursuant to the terms
hereof, one
or more powers of attorney substantially in the form of Exhibit A
hereto,
appointing the Administrator the attorney-in-fact of the Issuer for
the purpose
of executing on behalf of the Issuer all such documents, reports,
filings,
instruments, certificates and opinions. Subject to Section 1.06,
and in
accordance with the directions of the Owner Trustee, the
Administrator shall
administer, perform or supervise the performance of such other
activities in
connection with the Collateral (including the Related Documents) as
are not
covered by any of the foregoing provisions and as are expressly
requested by the
Owner Trustee and are reasonably within the capability of the
Administrator.
(d) Notwithstanding anything in this Agreement or the Related
Documents to
the contrary, the Administrator shall be responsible for promptly
notifying the
Owner Trustee in the event that any withholding tax is imposed on
the Issuer's
payments (or allocations of income) to a Trust Certificateholder as
contemplated
in Section 5.02(c) of the Trust Agreement. Any such notice shall
specify the
amount of any withholding tax required to be withheld by the Owner
Trustee
pursuant to such provision.
(e) Notwithstanding anything in this Agreement or the Related
Documents to
the contrary, the Administrator shall be responsible for
performance of the
duties of the Owner Trustee set forth in Section 5.05 of the Trust
Agreement
with respect to, among other things, accounting and reports to
Owners; provided,
however, that the Owner Trustee shall retain responsibility for the
distribution
of the Schedule K-1's, necessary to enable each Owner to prepare
its federal and
state income tax returns; provided further, that such Schedule
K-1's have been
prepared by the Administrator and delivered to the Owner Trustee.
6
(f) The Administrator shall perform any duties expressly
required to be
performed by the Administrator under the Trust Agreement or the
Indenture.
(g) In carrying out the foregoing duties or any of its other
obligations
under this Agreement, the Administrator may enter into transactions
or otherwise
deal with any of its Affiliates; provided, however, that the terms
of any such
transactions or dealings shall be in accordance with any directions
received
from the Issuer and shall be, in the Administrator's opinion, no
less favorable
to the Issuer than would be available from unaffiliated parties.
(h) With respect to matters that in the reasonable judgment of
the
Administrator are non-ministerial, the Administrator shall not take
any action
unless within a reasonable time before the taking of such action,
the
Administrator shall have notified the Owner Trustee of the proposed
action and
the Owner Trustee shall not have withheld consent or provided an
alternative
direction. For the purpose of the preceding sentence,
"non-ministerial matters"
shall include:
(i) the amendment of or any supplement to the Indenture;
(ii) the initiation of any claim or lawsuit by the Issuer
and the
compromise of any action, claim or lawsuit brought by or
against the Issuer
(other than in connection with the collection of the
Receivables);
(iii) the amendment, change or modification of the Basic
Documents;
(iv) the appointment of successor Note Registrars,
successor Paying
Agents and successor Indenture Trustees pursuant to the
Indenture or the
appointment of successor Administrators or successor
Servicers, or the
consent to the assignment by the Note Registrar, any Paying
Agent or
Indenture Trustee of its obligations under the Indenture; and
(v) the removal of the Indenture Trustee.
(i) Notwithstanding anything to the contrary in this
Agreement, the
Administrator shall not be obligated to, and shall not, (i) make
any payments to
the Noteholders under the Related Documents, (ii) sell the Owner
Trust Estate
pursuant to Section 5.04 of the Indenture, (iii) take any other
action that the
Issuer directs the Administrator not to take on its behalf or (iv)
take any
other action which may be construed as having the effect of varying
the
investment of the Trust Certificateholders.
Section 1.03 Records. The Administrator shall maintain
appropriate books of
account and records relating to services performed hereunder, which
books of
account and records shall be accessible for inspection by the
Issuer and the
Depositor at any time during normal business hours.
Section 1.04 Compensation. As compensation for the performance
of the
Administrator's obligations under this Agreement and as
reimbursement for its
expenses related
7
thereto, the Administrator shall be entitled to an annual payment
of
compensation which shall be solely an obligation of the Depositor.
Section 1.05 Additional Information to be Furnished to the
Issuer. The
Administrator shall furnish to the Issuer from time to time such
additional
information regarding the Collateral as the Issuer shall reasonably
request.
Section 1.06 Independence of the Administrator. For all
purposes of this
Agreement, the Administrator shall be an independent contractor and
shall not be
subject to the supervision of the Issuer or the Owner Trustee with
respect to
the manner in which it accomplishes the performance of its
obligations
hereunder. Unless expressly authorized by the Issuer, the
Administrator shall
have no authority to act for or represent the Issuer or the Owner
Trustee in any
way and shall not otherwise be deemed an agent of the Issuer or the
Owner
Trustee.
Section 1.07 No Joint Venture. Nothing contained in this
Agreement (i)
shall constitute the Administrator and either the Issuer or the
Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (ii) shall be
construed to
impose any liability as such on any of them or (iii) shall be
deemed to confer
on any of them any express, implied or apparent autho
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