EXECUTION COPY
AMERICAN HONDA FINANCE CORPORATION,
as Seller,
and
AMERICAN HONDA RECEIVABLES CORP.,
as Purchaser
RECEIVABLES PURCHASE AGREEMENT
Dated as of June 1, 2008
TABLE OF CONTENTS
Page
----
ARTICLE ONE
DEFINITIONS
Section 1.01
Definitions.............................................. 1
Section 1.02 Other Definitional
Provisions............................ 2
ARTICLE TWO
CONVEYANCE OF RECEIVABLES
Section 2.01 Conveyance of
Receivables................................ 2
Section 2.02 Representations and Warranties of the Seller and
the Purchaser..............................
............. 3
Section 2.03 Representations and Warranties as to the
Receivables..... 6
Section 2.04 Covenants of the
Seller.................................. 10
ARTICLE THREE
PAYMENT OF RECEIVABLES PURCHASE PRICE
Section 3.01 Payment of Receivables Purchase
Price.................... 10
ARTICLE FOUR
TERMINATION
Section 4.01
Termination.............................................. 11
ARTICLE FIVE
MISCELLANEOUS PROVISIONS
Section 5.01
Amendment................................................ 11
Section 5.02 Protection of Right, Title and Interest to
Receivables... 11
Section 5.03 Governing
Law............................................ 12
Section 5.04
Notices.................................................. 12
Section 5.05 Severability of
Provisions............................... 12
Section 5.06
Assignment............................................... 12
Section 5.07 Further
Assurances....................................... 12
Section 5.08 No Waiver; Cumulative
Remedies........................... 13
Section 5.09
Counterparts............................................. 13
Section 5.10 Third-Party
Beneficiaries................................ 13
Section 5.11
Headings................................................. 13
Section 5.12 Seller
Indemnification................................... 13
Section 5.13 Merger, Consolidation or Assumption of the
Obligations of
the Seller.......................
....................... 14
-i-
SCHEDULES
Schedule A - Schedule of
Receivables.................................... A-1
-ii-
This Receivables Purchase Agreement, dated as of June 1, 2008,
is between
American Honda Finance Corporation, a California corporation, as
seller, and
American Honda Receivables Corp., a California corporation, as
purchaser.
In consideration of the premises and mutual agreements herein
contained,
each party agrees as follows for the benefit of the other party and
for the
benefit of the Owner Trustee:
ARTICLE ONE
DEFINITIONS
Section 1.01 Definitions. Whenever used in this Agreement, the
following
words and phrases shall have the following meanings:
"Agreement" means this Receivables Purchase Agreement and all
amendments
hereof and supplements hereto.
"Closing Date" means June 26, 2008.
"Cutoff Date" means June 1, 2008.
"Indenture" means the Indenture, dated as of June 1, 2008,
between the
Issuer and the Indenture Trustee.
"Indenture Trustee" means Deutsche Bank Trust Company
Americas, as
indenture trustee under the Indenture.
"Issuer" means Honda Auto Receivables 2008-1 Owner Trust, a
Delaware
statutory trust.
"Owner Trustee" means U.S. Bank Trust National Association, as
owner
trustee under the Trust Agreement.
"Purchaser" means American Honda Receivables Corp., in its
capacity as
purchaser of the Receivables under this Agreement, and its
successors and
assigns.
"Receivables Purchase Price" means $1,500,001,174.27 less
agreed upon
securitization-related fees, costs and expenses.
"Sale and Servicing Agreement" means the Sale and Servicing
Agreement,
dated as of June 1, 2008, among American Honda Receivables Corp.,
as seller,
American Honda Finance Corporation, as servicer, and the Issuer.
"Schedule of Receivables" means the schedule of receivables
attached as
Schedule A hereto.
"Seller" means American Honda Finance Corporation, in its
capacity as
seller of the Receivables under this Agreement, and its successors
and assigns.
"Servicer" means American Honda Finance Corporation in its
capacity as
servicer under the Sale and Servicing Agreement and its successors
and assigns.
"Trust Agreement" means the trust agreement dated June 9,
2008, as amended
and restated on June 26, 2008 between American Honda Receivables
Corp., as
depositor and the Owner Trustee.
"Trustees" means the Indenture Trustee and the Owner Trustee.
"Warranty Receivable" means a Receivable purchased by the
Seller pursuant
to Section 2.03(c).
Section 1.02 Other Definitional Provisions.
(a) All capitalized terms not otherwise defined in this
Agreement shall
have the defined meanings used in the Sale and Servicing Agreement.
(b) The words "hereof," "herein" and "hereunder" and words of
similar
import when used in this Agreement shall refer to this Agreement as
a whole and
not to any particular provision of this Agreement; Section,
subsection and
Schedule references contained in this Agreement are references to
Sections,
subsections and Schedules in or to this Agreement unless otherwise
specified;
the term "proceeds" shall have the meaning set forth in the
applicable UCC; and
the word "including" means including without limitation.
ARTICLE TWO
CONVEYANCE OF RECEIVABLES
Section 2.01 Conveyance of Receivables.
(a) The Seller hereby sells, transfers, assigns, sets over and
otherwise
conveys to the Purchaser, and the Purchaser hereby purchases from
the Seller,
without recourse (subject to the Seller's obligations hereunder),
all of the
right, title and interest of the Seller in, to and under the
following:
(i) the Receivables listed in the Schedule of Receivables
and all
monies due thereon or paid thereunder or in respect thereof
(including
proceeds of the repurchase of Receivables by the Seller
pursuant to Section
2.03(c)) on or after the Cutoff Date;
(ii) the security interests in the Financed Vehicles;
(iii) any proceeds of any physical damage insurance
policies covering
the Financed Vehicles and in any proceeds of any credit life
or credit
disability insurance policies relating to the Receivables or
the Obligors;
(iv) any proceeds of Dealer Recourse;
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(v) the right to realize upon any property (including the
right to
receive future Liquidation Proceeds) that shall have secured a
Receivable
and have been repossessed by or on behalf of the Issuer; and
(vi) the proceeds of any and all of the foregoing.
(b) In connection with the foregoing conveyance, the Seller
agrees to
record and file, at its own expense, one or more financing
statements with
respect to the Receivables now existing and hereafter created for
the sale of
chattel paper (as defined in Section 9-102 of the UCC as in effect
in the State
of California) meeting the requirements of applicable state law in
such manner
as is necessary to perfect the sale of the Receivables to the
Purchaser, and the
proceeds thereof (and any continuation statements as are required
by applicable
state law), and to deliver a file-stamped copy to the Indenture
Trustee of each
such financing statement (or continuation statement) or other
evidence of such
filings (which may, for purposes of this Section, consist of
telephone
confirmation of such filings with the file stamped copy of each
such filings to
be provided to the Purchaser in due course), as soon as is
practicable after
receipt by the Seller thereof.
In connection with the foregoing conveyance, the Seller
further agrees, at
its own expense, on or prior to the Closing Date (i) to annotate
and indicate in
its computer files that the Receivables have been transferred to
the Purchaser
pursuant to this Agreement, (ii) to deliver to the Purchaser a
computer file or
printed or microfiche list containing a true and complete list of
all such
Receivables, identified by account number and by the Principal
Balance of each
Receivable as of the Cutoff Date, which file or list shall be
marked as Schedule
A to this Agreement and is hereby incorporated into and made a part
of this
Agreement and (iii) to deliver the Receivable Files to or upon the
order of the
Purchaser.
The parties hereto intend that the conveyance hereunder be a
sale. In the
event that the conveyance hereunder is not for any reason
considered a sale, the
Seller hereby grants to the Purchaser a first priority perfected
security
interest in all of its right, title and interest in, to and under
the
Receivables, and all other property conveyed hereunder and listed
in this
Section and all proceeds of any of the foregoing. The parties
intend that this
Agreement constitute a security agreement under applicable law.
Such grant is
made to secure the payment of all amounts payable hereunder,
including, without
limitation, the Receivables Purchase Price.
Section 2.02 Representations and Warranties of the Seller and
the
Purchaser.
(a) The Seller hereby represents and warrants to the Purchaser
as of the
date of this Agreement and the Closing Date that:
(i) Organization and Good Standing. The Seller is a
corporation duly
organized, validly existing and in good standing under the
laws of the
State of California, and has power and authority to own its
properties and
to conduct its business as such properties are currently owned
and such
business is presently conducted, and had at all relevant
times, and shall
have, power, authority and legal right to acquire, own and
sell the
Receivables.
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(ii) Due Qualification. The Seller is duly qualified to
do business as
a foreign corporation in good standing, and has obtained all
necessary
licenses and approvals in all jurisdictions in which the
ownership or lease
of property or the conduct of its business (including the
servicing of the
Receivables as required by the Sale and Servicing Agreement)
shall require
such qualifications.
(iii) Power and Authority. The Seller shall have the
power and
authority to execute and deliver this Agreement and to carry
out its terms,
and the execution, delivery and performance of this Agreement
shall have
been duly authorized by the Seller by all necessary corporate
action.
(iv) Binding Obligation. This Agreement constitutes a
legal, valid and
binding obligation of the Seller, enforceable against it in
accordance with
its terms, except as enforceability may be subject to or
limited by
bankruptcy, insolvency, reorganization, moratorium,
liquidation or other
similar laws affecting the enforcement of creditors' rights in
general and
by general principles of equity, regardless of whether such
enforceability
shall be considered in a proceeding in equity or at law.
(v) No Violation. The execution, delivery and performance
by the
Seller of this Agreement and the consummation of the
transactions
contemplated by this Agreement and the fulfillment of the
terms hereof
shall not conflict with, result in any breach of any of the
terms and
provisions of, nor constitute (with or without notice or lapse
of time) a
default under, the articles of incorporation or bylaws of the
Seller, or
conflict with or breach any of the material terms or
provisions of, or
constitute (with or without notice or lapse of time) a default
under, any
indenture, agreement or other instrument to which the Seller
is a party or
by which it may be bound or any of its properties are subject;
nor result
in the creation or imposition of any lien upon any of its
properties
pursuant to the terms of any such indenture, agreement or
other instrument
(other than this Agreement); nor violate any law or, to the
knowledge of
the Seller, any order, rule or regulation applicable to it or
its
properties of any court or of any federal or state regulatory
body,
administrative agency or other governmental instrumentality
having
jurisdiction over the Seller or any of its properties.
(vi) No Proceedings. There are no proceedings or
investigations
pending or, to the knowledge of the Seller, threatened against
the Seller,
before any court, regulatory body, administrative agency or
other tribunal
or governmental instrumentality (i) asserting the invalidity
of this
Agreement, (ii) seeking to prevent the consummation of any of
the
transactions contemplated by this Agreement or (iii) seeking
any
determination or ruling that, in the reasonable judgment of
the Seller,
would materially and adversely affect the performance by the
Seller of its
obligations under this Agreement.
(b) The Purchaser hereby represents and warrants to the Seller
as of the
date of this Agreement and the Closing Date that:
(i) Organization and Good Standing. The Purchaser is a
corporation
duly organized, validly existing and in good standing under
the laws of the
State of California, and has power and authority to own its
properties and
to conduct its business as such
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properties are currently owned and such business is presently
conducted,
and had at all relevant times, and shall have, power,
authority and legal
right to acquire, own and sell the Receivables.
(ii) Due Qualification. The Purchaser is duly qualified
to do business
as a foreign corporation in good standing, and has obtained
all necessary
licenses and approvals in all jurisdictions in which the
ownership or lease
of property or the conduct of its business shall require such
qualifications.
(iii) Power and Authority. The Purchaser shall have the
power and
authority to execute and deliver this Agreement and to carry
out its terms;
and the execution, delivery and performance of this Agreement
shall have
been duly authorized by the Purchaser by all necessary
corporate action.
(iv) Binding Obligation. This Agreement constitutes a
legal, valid and
binding obligation of the Purchaser, enforceable against it in
accordance
with its terms, except as enforceability may be subject to or
limited by
bankruptcy, insolvency, reorganization, moratorium,
liquidation or other
similar laws affecting the enforcement of creditors' rights in
general and
by general principles of equity, regardless of whether such
enforceability
shall be considered in a proceeding in equity or at law.
(v) No Violation. The execution, delivery and performance
of this
Agreement and the consummation of the transactions
contemplated by this
Agreement and the fulfillment of the terms hereof shall not
conflict with,
result in any breach of any of the terms and provisions of,
nor constitute
(with or without notice or lapse of time) a default under, the
articles of
incorporation or bylaws of the Purchaser, or conflict with or
breach any of
the material terms or provisions of, or constitute (with or
without notice
or lapse of time) a default under, any indenture, agreement or
other
instrument to which the Purchaser is a party or by which it
may be bound or
any of its properties are subject; nor result in the creation
or imposition
of any lien upon any of its properties pursuant to the terms
of any such
indenture, agreement or other instrument (other than this
Agreement); nor
violate any law or, to the knowledge of the Purchaser, any
order, rule or
regulation applicable to it or its properties of any court or
of any
federal or state regulatory body, administrative agency or
other
governmental instrumentality having jurisdiction over the
Purchaser or any
of its properties.
(vi) No Proceedings. There are no proceedings or
investigations
pending or, to the knowledge of the Purchaser, threatened
against the
Purchaser, before any court, regulatory body, administrative
agency or
other tribunal or governmental instrumentality (i) asserting
the invalidity
of this Agreement, (ii) seeking to prevent the consummation of
any of the
transactions contemplated by this Agreement or (iii) seeking
any
determination or ruling that, in the reasonable judgment of
the Purchaser,
would materially and adversely affect the performance by the
Purchaser of
its obligations under this Agreement.
(c) The representations and warranties set forth in this
Section shall
survive the sale of the Receivables by the Seller to the Purchaser
and the sale
of the Receivables by the Purchaser
5
to the Issuer. Upon discovery by the Seller or the Purchaser of a
breach of any
of the foregoing representations and warranties, the party
discovering such
breach shall give prompt written notice to the others.
Section 2.03 Representations and Warranties as to the
Receivables.
(a) Eligibility of Receivables. The Seller hereby represents
and warrants
to the Purchaser as of the Cutoff Date that:
(i) Characteristics of Receivables. Each Receivable (A)
shall have
been originated in the United States by a Dealer for the
retail sale of the
related Financed Vehicle in the ordinary course of such
Dealer's business,
shall have been fully and properly executed by the parties
thereto, shall
have been purchased by the Seller from such Dealer under an
existing
agreement with the Seller, shall have been validly assigned by
such Dealer
to the Seller in accordance with its terms and, to the best
knowledge of
the Seller, shall have been sold by a Dealer without fraud or
misrepresentation, (B) shall have created or shall create a
valid,
subsisting and enforceable first priority security interest in
favor of the
Seller in the related Financed Vehicle, (C) shall contain
customary and
enforceable provisions such that the rights and remedies of
the holder
thereof shall be adequate for realization against the
collateral of the
benefits
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