Execution Copy
$1,026,070,000
HONDA AUTO RECEIVABLES 2005-6 OWNER
TRUST
$237,000,000 4.5116% ASSET BACKED
NOTES, CLASS A-1
$292,000,000 4.85% ASSET BACKED NOTES,
CLASS A-2
$300,000,000 4.85% ASSET BACKED NOTES,
CLASS A-3
$197,070,000 4.93% ASSET BACKED NOTES,
CLASS A-4
AMERICAN HONDA RECEIVABLES
CORP.
UNDERWRITING AGREEMENT
December 5, 2005
J.P. Morgan Securities Inc.
As Representative of the Several
Underwriters
270 Park Avenue, 10th Floor
New York, New York 10017
Ladies and Gentlemen:
1.
Introductory . American Honda Receivables Corp., a
California corporation (the “Company”), proposes,
subject to the terms and conditions stated herein, to cause the
Honda Auto Receivables 2005-6 Owner Trust (the “Trust”)
to issue and sell $237,000,000 aggregate principal amount of
4.5116% Asset Backed Notes, Class A-1 (the “Class A-1
Notes”), $292,000,000 aggregate principal amount of 4.85%
Asset Backed Notes, Class A-2 (the “Class A-2 Notes”)
$300,000,000 aggregate principal amount of 4.85% Asset Backed
Notes, Class A-3 (the “Class A-3 Notes”) and
$197,070,000 aggregate principal amount of 4.93% Asset Backed
Notes, Class A-4 (the “Class A-4 Notes” and together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the “Notes”). The Notes will be issued
pursuant to the Indenture, to be dated as of December 1, 2005 (the
“Indenture”), between the Trust and Citibank, N.A. (the
“Indenture Trustee”).
Concurrently with the issuance and sale
of the Notes as contemplated herein, the Trust will issue
$34,477,032.73 aggregate principal amount of certificates of
beneficial interest (the “Certificates”), each
representing an interest in the Owner Trust Estate. The
Company will retain the Certificates. The Certificates will
be issued pursuant to the Amended and Restated Trust Agreement, to
be dated December 12, 2005 (the “Trust Agreement”),
between the Company and The Bank of New York, as owner trustee (in
such capacity, the “Owner Trustee”) and The Bank of New
York (Delaware) as Delaware trustee (in such capacity, the
“Delaware Trustee”). The Certificates are
subordinated to the Notes.
The assets of the Trust will include,
among other things, a pool of retail installment sale and
conditional sale contracts secured by new and used Honda and Acura
motor vehicles (the “Receivables”), with respect to
Actuarial Receivables, certain monies due thereunder on or after
December 1, 2005 (the “Cutoff Date”), and with respect
to Simple Interest Receivables, certain monies due or received
thereunder on or after the Cutoff Date, such Receivables to be sold
to the Trust by the Company and to be serviced for the Trust by
American Honda Finance Corporation (“AHFC” or, in its
capacity as servicer, the “Servicer”).
Capitalized terms used but not defined herein have the
meanings ascribed thereto in the Sale and Servicing Agreement, to
be dated as of December 1, 2005 (the “Sale and Servicing
Agreement”), by and among the Trust, the Company and the
Servicer or, if not defined therein, in the Indenture, the Trust
Agreement or the Receivables Purchase Agreement, to be dated as of
December 1, 2005 between AHFC and the Company (the
“Receivables Purchase Agreement”), as the case may be.
As used herein, “Basic Documents” shall have the
meaning specified in the Sale and Servicing Agreement. The
Company hereby agrees with the several Underwriters named in
Schedule A hereto (collectively, the “Underwriters”) as
follows:
2.
Representations and Warranties of the
Company and AHFC . The
Company and AHFC, jointly and severally, represent and warrant to,
and agree with, the several Underwriters that:
(a)
A registration statement on Form S-3 (No.
333-125676), including a prospectus, relating to the Notes has been
filed with the Securities and Exchange Commission (the
“Commission”) and has become effective. A
preliminary prospectus supplement dated December 2, 2005 relating
to the Notes and omitting from the Final Prospectus (as defined
below) only pricing related information and accompanied by the base
prospectus dated August 8, 2005 (together, the “Preliminary
Prospectus”) was filed with the Commission pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the
“Act”) and the rules and regulations thereunder (the
“Rules and Regulations”). A final prospectus
supplement dated the date hereof, containing the same information
as the Preliminary Prospectus, but including the pricing related
information and accompanied by the base prospectus dated August 8,
2005 (together, the “Final Prospectus”, and together
with the Preliminary Prospectus, the “Prospectus”) will
be filed with the Commission pursuant to Rule 424(b) of the Rules
and Regulations (“Rule 424(b)”) within the time period
required thereby. Such registration statement, as amended as
of its effective date (including without limitation each deemed
effective date with respect to the Company and the Underwriters
pursuant to Rule 430B(f)(2) of the Rules and Regulations) is
hereinafter referred to as the “Registration
Statement.” No “issuer free writing
prospectus” as defined in Rule 433 of the Rules and
Regulations relating to the Notes has been or will be used by or on
behalf of the Company.
(b)
On the effective date of the Registration
Statement (including without limitation each deemed effective date
with respect to the Company and the Underwriters pursuant to Rule
430B(f)(2) of the Rules and Regulations) relating to the Notes,
such Registration Statement conformed in all respects to the
requirements of the Act and the Rules and Regulations and did not
include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to
make the statements therein not misleading, and as of each such
date, such Registration Statement conforms in all respects to the
requirements contained in the Act and the Rules and Regulations.
As of the date of the first use of the Preliminary
Prospectus, as of the earlier of the date of the first use of the
Final Prospectus and the date and time of the contract of sale of
the Notes, and as of the Closing Date, each Prospectus will conform
in all respects to the requirements of the Act and the Rules and
Regulations, and none of such documents includes or will include
any untrue statement of a material fact or omits or will omit to
state any material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading. The two preceding sentences do not apply to
statements in or omissions from the Registration Statement or the
Prospectus based upon written information furnished to the Company
by any Underwriter through the Representative specifically for use
therein, it being understood and agreed that the only such
information is that described as such in Section 7(b).
(c)
The Notes are “asset backed
securities” within the meaning of, and satisfy the
requirements for use of, Form S-3 under the Act.
(d)
The documents incorporated by reference
in the Registration Statement and Prospectus, at the time they were
or hereafter are filed with the Commission, complied and will
comply in all material respects with the requirements of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission
thereunder.
(e)
The Company is not, and on the date on
which the first bona fide offer of the Notes is made, will not be
an “ineligible issuer” as defined in Rule 405.
The Company has caused to be filed with the Commission on
December 5, 2005 the Preliminary Prospectus.
(f)
Each of the Company and AHFC has been
duly incorporated and is an existing corporation in good standing
under the laws of the State of California, with power and authority
(corporate and other) to own its properties and conduct its
business as described in the Prospectus; and each of the Company
and AHFC is duly qualified to do business as a foreign corporation
in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such
qualification.
(g)
No consent, approval, authorization or
order of, or filing with, any governmental agency or body or any
court is required to be obtained or made by the Company, AHFC or
the Trust for the consummation of the transactions contemplated by
this Agreement and the Basic Documents in connection with the
issuance of the Notes and the Certificates and the sale by the
Company of the Notes, except such as have been obtained and made
under the Act, such as may be required under state securities laws
and the filing of any financing statements required to perfect the
Company’s, the Trust’s and the Indenture
Trustee’s interest in the Receivables, which financing
statements will be filed in the appropriate offices prior to the
Closing Date (as such term is defined in Section 3).
(h)
Neither the Company nor AHFC is in
violation of its Articles of Incorporation or By-laws or in default
in the performance or observance of any obligation, agreement,
covenant or condition contained in any agreement or instrument to
which it is a party or by which it or its properties are bound that
could have a material adverse effect on the transactions
contemplated herein or in the Basic Documents. The execution,
delivery and performance of this Agreement and the Basic Documents
by the Company and AHFC, and the issuance of the Notes and the
Certificates and the sale by the Company of the Notes and the
compliance by the Company and AHFC with the terms and provisions
hereof and thereof will not, subject to obtaining any consents or
approvals as may be required under the securities or “blue
sky” laws of various jurisdictions, result in a breach or
violation of any of the terms and provisions of, or constitute a
default under, any statute, rule, regulation or order of any
governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company or AHFC or any of their
respective properties, or any agreement or instrument to which the
Company or AHFC is a party or by which the Company or AHFC is bound
or to which any of the properties of the Company or AHFC is
subject, or the Articles of Incorporation or By-laws of the Company
and AHFC, and the Company has full power and authority to authorize
the issuance of the Notes and the Certificates and to sell the
Notes as contemplated by this Agreement, the Indenture and the
Trust Agreement, and each of the Company and AHFC has full
power and authority to enter into this Agreement and the Basic
Documents and to consummate the transactions contemplated hereby
and thereby.
(i)
On the Closing Date, the Company will
have directed the Owner Trustee to authenticate and execute the
Certificates and, when delivered and paid for pursuant to the Trust
Agreement, the Certificates will have been duly issued and
delivered and will constitute valid and legally binding obligations
of the Trust, entitled to the benefits provided in the Trust
Agreement and enforceable in accordance with their
terms.
(j)
Except as disclosed in the Prospectus,
there are no pending actions, suits or proceedings against or
affecting the Company or AHFC or any of their respective properties
that, if determined adversely to the Company or AHFC, would
individually or in the aggregate have a material adverse effect on
the condition (financial or other), business or results of
operations of the Company or AHFC, respectively, or would
materially and adversely affect the ability of the Company or AHFC
to perform its obligations under this Agreement or the other Basic
Documents to which it is a party, or which are otherwise material
in the context of the issuance and sale of the Notes or the
issuance of the Certificates; and no such actions, suits or
proceedings are threatened or, to the Company’s or
AHFC’s knowledge, contemplated.
(k)
As of the Closing Date, the
representations and warranties of the Company and AHFC contained in
the Basic Documents will be true and correct.
(l)
This Agreement has been duly authorized,
executed and delivered by each of the Company and AHFC.
(m)
The Company has authorized the conveyance
of the Receivables to the Trust, and, as of the Closing Date, the
Company has directed the Trust to execute and issue the Notes and
the Certificates and to sell the Notes.
(n)
The Company’s assignment and
delivery of the Receivables to the Trust as of the Closing Date
will vest in the Trust all of the Company’s right, title and
interest therein, subject to no prior lien, mortgage, security
interest, pledge, adverse claim, charge or other
encumbrance.
(o)
The Trust’s assignment of the
Receivables to the Indenture Trustee pursuant to the Indenture will
vest in the Indenture Trustee, for the benefit of the Noteholders,
a first priority perfected security interest therein, subject to no
prior lien, mortgage, security interest, pledge, adverse claim,
charge or other encumbrance.
(p)
The computer tape of the Receivables
created as of October 1, 2005, and made available to the
Representative by the Servicer was complete and accurate as of the
date thereof and includes an identifying description of the
Receivables that are listed on Schedule A to the Sale and Servicing
Agreement.
(q)
Any taxes, fees and other governmental
charges in connection with the execution, delivery and performance
of this Agreement, the Basic Documents, the Notes and the
Certificates and any other agreements contemplated herein or
therein shall have been paid or will be paid by the Company at or
prior to the Closing Date to the extent then due.
(r)
The consummation of the transactions
contemplated by this Agreement and the Basic Documents, and the
fulfillment of the terms hereof and thereof, will not conflict with
or result in a breach of any of the terms or provisions of, or
constitute a default under, or result in the creation of any lien,
charge or encumbrance upon any of the property or assets of the
Company or AHFC pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement, guarantee, lease financing agreement
or similar agreement or instrument under which the Company or AHFC
is a debtor or guarantor.
(s)
The Company is not and, after giving
effect to the issuance of the Certificates and the offering and
sale of the Notes and the application of the proceeds thereof as
described in the Prospectus, will not be required to be registered
as an “investment company” as defined in the Investment
Company Act of 1940, as amended (the “Investment Company
Act”).
(t)
In connection with the offering of the
Notes in the State of Florida, the Company and AHFC hereby certify
that they have complied with all provisions of Section 517.075 of
the Florida Securities and Investor Protection Act.
3.
Purchase, Sale and Delivery of
Notes . On the basis of
the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the
Company agrees to sell to the Underwriters, and the Underwriters
agree, severally and not jointly, to purchase from the Company, at
a purchase price of, in the case of (i) the Class A-1 Notes,
99.87500% of the principal amount thereof; (ii) the Class A-2
Notes, 99.81775% of the principal amount thereof; (iii) the
Class A-3 Notes, 99.76039% of the principal amount thereof; and
(iv) the Class A-4 Notes, 99.72583% of the principal amount
thereof, the respective principal amounts of each Class of the
Notes set forth opposite the names of the Underwriters in Schedule
A hereto.
The Company will deliver against payment
of the purchase price, the Notes of each Class in the form of one
or more permanent global securities in definitive form (the
“Global Notes”) deposited with the Indenture Trustee as
custodian for The Depository Trust Company (“DTC”) and
registered in the name of Cede & Co., as nominee for DTC.
Interests in any permanent Global Notes will be held only in
book-entry form through DTC, except in the limited circumstances
described in the Prospectus. Payment for the Notes shall be
made by the Underwriters in Federal (same day) funds by official
check or checks or wire transfer to an account in New York
previously designated to the Representative by the Company at a
bank acceptable to the Representative at the offices of McKee
Nelson LLP, New York, New York at 10:00 A.M., New York City time,
on December 12, 2005, or at such other time not later than seven
full business days thereafter as the Representative and the Company
determine, such time being herein referred to as the “Closing
Date”, against delivery to the Indenture Trustee as custodian
for DTC of the Global Notes representing all of the Notes.
The Global Notes will be made available for checking at the
above office of McKee Nelson LLP at least 24 hours prior to the
Closing Date.
The Company will deliver the Certificates
to the above office of McKee Nelson LLP on the Closing Date.
The certificate for the Certificates so to be delivered will
be in definitive form, in authorized denominations and registered
in the name of the Company and will be made available for checking
at the above office of McKee Nelson LLP at least 24 hours prior to
the Closing Date.
Pursuant to Rule 15c6-1(d) under the
Exchange Act, the parties hereto have agreed that the Closing Date
will be not later than December 12, 2005, unless otherwise agreed
to as described above.
4.
Offering by Underwriters
. It is understood that the several
Underwriters propose to offer the Notes for sale to the public as
set forth in the Prospectus, and each Underwriter represents,
warrants and covenants, severally and not jointly, to the Company
and AHFC that: (i) it has not offered or sold and, prior to the
expiry of the period of six months from the Closing Date, will not
offer or sell any Notes to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or who it is reasonable
to expect will acquire, hold, manage or dispose of investments (as
principal or agent) for the purposes of their businesses, or
otherwise in circumstances that have not resulted and will not
result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995, as
amended, (ii) it has complied and will comply with all applicable
provisions of the Financial Services and Markets Act 2000 with
respect to anything done by it in relation to the Notes in, from or
otherwise involving the United Kingdom, (iii) it is a person of a
kind described in Articles 19 or 49 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2001, as amended (the
“Financial Promotion Order”) and (iv) it has only
communicated or caused to be communicated, and will only
communicate or cause to be communicated, in the United Kingdom any
document received by it in connection with the issue of the Notes
to a person who is of a kind described in Articles 19 or 49 of the
Financial Promotion Order or who is a person to whom such document
may otherwise lawfully be communicated.
5A.
Certain Agreements of the
Company . The Company
agrees with the several Underwriters:
(a)
The Company will file the Final
Prospectus, properly completed, with the Commission pursuant to and
in accordance with subparagraph (2) (or, if applicable and if
consented to by the Representative, subparagraph (5)) of Rule
424(b) no later than the second business day following the date it
is first used. The Company will advise the Representative
promptly of any such filing pursuant to Rule 424(b).
(b)
The Company will advise the
Representative promptly, in writing, of any proposal to amend or
supplement the Registration Statement or the Prospectus and will
not effect such amendment or supplementation without the
Representative’s reasonable consent; and the Company will
also advise the Representative promptly of any amendment or
supplementation of the Registration Statement or the Prospectus and
of the institution by the Commission of any stop order proceedings
in respect of the Registration Statement and will use its best
efforts to prevent the issuance of any such stop order and to
obtain as soon as possible its lifting, if issued.
(c)
If, at any time when a prospectus
relating to the Notes is required to be delivered under the Act in
connection with sales by any Underwriter or dealer, any event
occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact
or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, or if it is necessary at any time
to amend the Prospectus to comply with the Act, the Company will
promptly notify the Representative of such event and will promptly
prepare and file with the Commission (subject to the
Representative’s prior review pursuant to Section 5(b)), at
its own expense, an amendment or supplement which will correct such
statement or omission, or an amendment which will effect such
compliance. Neither the Representative’s consent to,
nor the Underwriters delivery of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in
Section 6.
(d)
The Company will cause the Trust to make
generally available to Noteholders, as soon as practicable, but no
later than sixteen months after the date hereof, an earnings
statement of the Trust covering a period of at least twelve
consecutive months beginning after the later of (i) the effective
date of the registration statement relating to the Notes and (ii)
the effective date of the most recent post-effective amendment to
the Registration Statement to become effective prior to the date of
this Agreement and, in each case, satisfying the provisions of
Section 11(a) of the Act (including Rule 158 promulgated
thereunder).
(e)
The Company will furnish to the
Underwriters copies of each Prospectus, the Registration Statement
and all amendments and supplements to such documents, in each case
as soon as available and in such quantities as the Representative
reasonably requests. The Final Prospectus shall be furnished
on or prior to 3:00 P.M., New York time, on the business day
following the execution and delivery of this Agreement. All
other such documents shall be so furnished as soon as available.
The Company will pay the expenses of printing and
distributing to the Underwriters all such documents.
(f)
The Company will arrange for the
qualification of the Notes for offering and sale and the
determination of their eligibility for investment under the laws of
such jurisdictions as the Representative may reasonably designate
and will continue such qualifications in effect so long as required
for the distribution of the Notes; provided that in connection
therewith the Company shall not be required to qualify as a foreign
corporation to do business or to file a general consent to service
of process in any such jurisdiction.
(g)
For a period from the date of this
Agreement until the retirement of the Notes (i) the Company will
furnish to the Representative and, upon request, to each of the
other Underwriters, copies of each certificate and the annual
statements of compliance delivered to the Indenture Trustee
pursuant to Section 3.09 of the Indenture and Sections 3.10 and
3.11 of the Sale and Servicing Agreement and the annual independent
certified public accountant’s servicing reports furnished to
the Trust pursuant to Section 3.12 of the Sale and Servicing
Agreement, by first-class mail as soon as practicable after such
statements and reports are furnished to the Indenture Trustee or
the Trust, as the case may be, and (ii) such other forms of
periodic certificates or reports as may be delivered to the
Indenture Trustee, the Owner Trustee or the Noteholders under the
Indenture, the Sale and Servicing Agreement or the other Basic
Documents.
(h)
So long as any Note is outstanding, the
Company will furnish to the Representative by first-class mail as
soon as practicable, (i) all documents distributed, or caused to be
distributed, by the Company to the Noteholders, (ii) all documents
filed or caused to be filed by the Company with the Commission
pursuant to the Exchange Act or any order of the Commission
thereunder and (iii) such other information in the possession of
the Company concerning the Trust as the Representative from time to
time may reasonably request.
(i)
Subject to the provisions of Section 10
hereof, the Company will pay all expenses incident to the
performance of its obligations under this Agreement and will
reimburse the Underwriters (if and to the extent incurred by them)
for any filing fees and other expenses (including fees and
disbursements of counsel) incurred by them in connection with
qualification of the Notes for sale in jurisdictions that the
Representative may designate pursuant to Section 5(f) hereof and
determination of their eligibility for investment under the laws of
such jurisdictions as the Representative reasonably designates and
the printing of memoranda relating thereto, for any fees charged by
investment rating agencies for the rating of the Notes, for any
travel expenses of the officers and employees of the Underwriters
and any other expenses of the Underwriters in connection with
attending or hosting meetings with prospective purchasers of the
Notes and for expenses incurred in distributing the Prospectus
(including any amendments and supplements thereto).
(j)
To the extent, if any, that the rating
provided with respect to the Notes by Moody’s Investors
Service, Inc. (“Moody’s”), Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc.
(“Standard & Poor’s”), or Fitch Ratings
(“Fitch” and, together with Standard & Poor’s
and Moody’s, the “Rating Agencies”) is
conditional upon the furnishing of documents or the taking of any
other action by the Company, the Company shall furnish such
documents and take any such other action.
(k)
On or before the Closing Date, the
Company and AHFC shall annotate and indicate unambiguously in the
computer records of the Company and AHFC relating to the
Receivables to show the Trust’s absolute ownership of the
Receivables, and from and after the Closing Date neither the
Company nor AHFC shall take any action inconsistent with the
Trust’s ownership of such Receivables, other than as
permitted by the Sale and Servicing Agreement.
5B.
Certain Agreements of the
Underwriters . Each of
the several Underwriters, for itself only, represents, warrants and
agrees with the Company as follows:
Other than the Preliminary Prospectus and
the Final Prospectus, each Underwriter has not conveyed and will
not convey, without the Company’s prior written approval, to
any potential investor in the Notes any other written material of
any kind relating to any “issuer information” as
defined in Rule 433(h)(2) of the Act, or the Notes that would
constitute a “prospectus” or a “free writing
prospectus,” each as defined in the Act (“Prohibited
Materials”), including, but not limited to any “ABS
informational and computational materials” within the meaning
of Item 1101(a) of Regulation AB promulgated by the Commission
under the Act and the Securities Exchange Act of 1934, as amended;
provided, however, each Underwriter may convey to one or more of
its potential investors a free writing prospectus, as defined under
Rule 405 of the Act, containing only information permitted under
Rule 134 of the Act and previously included in the Preliminary
Prospectus, as well as a column or other entry showing the status
of the subscriptions for each class of the Notes and/or expected
pricing parameters of the Notes.
6.
Conditions of the Obligations of the
Underwriters . The
obligations of the several Underwriters to purchase and pay for the
Notes on the Closing Date will be subject to the accuracy of the
representations and warranties on the part of the Company and AHFC
herein on the Closing Date, to the accuracy of the statements of
Company and AHFC officers made pursuant to the provisions hereof,
to the performance by the Company and AHFC of their respective
obligations hereunder and to the following additional conditions
precedent:
(a)
The Representative shall have received a
letter, dated the date hereof or the Closing Date, of KPMG LLP, in
form and substance satisfactory to the Representative and counsel
for the Underwriters, confirming that they are independent public
accountants within the meaning of the Act and the applicable Rules
and Regulations and stating in effect that (i) they have performed
certain specified procedures as a result of which they determined
that certain information of an accounting, financial or statistical
nature (which is limited to accounting, financial or statistical
information derived from the general accounting records of the
Trust, AHFC and the Company) set forth in the Registration
Statement and each Prospectus (and any supplements thereto), agrees
with the accounting records of the Trust, AHFC and the Company,
excluding any questions of legal interpretation, and (ii) they have
performed certain specified procedures with respect to the
Receivables.
(b)
Prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall
have been issued and no proceedings for that purpose shall have
been instituted or, to the knowledge of the Company or the
Representative, shall be contemplated by the Commission.
(c)
Subsequent to the execution and delivery
of this Agreement, there shall not have occurred (i) any
change, or any development or event involving a prospective change,
in or affecting particularly the business, properties, condition
(financial or otherwise) or results of operations of the Company or
AHFC which, in the judgment of a majority in interest of the
Underwriters (including the Representative), materially impairs the
investment quality of any Class of the Notes or makes it
impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for any Class of the Notes;
(ii) any suspension or limitation of trading in securities
generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange; (iii) any banking
moratorium declared by Federal, California or New York authorities;
or (iv) any outbreak or escalation of major hostilities in
which the United States is involved, any declaration of war by
Congress or any substantial national or international calamity or
emergency if, in the judgment of a majority in interest of the
Underwriters (including the Representative), the effect of any such
outbreak, escalation, declaration, calamity or emergency makes it
impractical or inadvisable to proceed with completion of the public
offering or the sale of and payment for any Class of the
Notes.
(d)
The Representative shall have received an
opinion of Luce Forward, Hamilton & Scripps LLP, special
California counsel to the Company and AHFC, or of such other
California counsel satisfactory to the Representative, dated the
Closing Date and satisfactory in form and substance to the
Representative and in form and scope to counsel for the
Underwriters, to the effect that:
(i)
Each of AHFC and the Company has the
corporate power and corporate authority to execute and deliver the
Receivables Purchase Agreement, and to incur its obligations set
forth therein.
(ii)
Each of AHFC and the Company has the
corporate power and corporate authority to execute and deliver the
Sale and Servicing Agreement, and to incur its obligations set
forth therein.
(iii)
Each of AHFC and the Company has the
corporate power and corporate authority to carry on its business as
described in the Prospectus.
(iv)
The execution and delivery by AHFC of
each of the Basic Documents to which AHFC is a party, and the
incurring by AHFC of the obligations of AHFC thereunder, have been
duly authorized by all necessary corporate action on the part of
AHFC, and each of the Basic Documents to which AHFC is a party has
been duly executed and delivered by AHFC. The execution and
delivery by the Company of each of the Basic Documents to which the
Company is a party, and the incurring by the Company of the
obligations of the Company thereunder, have been duly authorized by
all necessary corporate action on the part of the Company, and each
of the Basic Documents to which the Company is a party has been
duly executed and delivered by the Company.
(v)
The direction by the Company to the
Indenture Trustee to authenticate the Notes, as set forth in a
letter dated as of the Closing Date, and the direction by the
Company to the Owner Trustee to execute and deliver to the
Indenture Trustee for authentication the Notes, as set forth in a
letter dated as of the Closing Date, have b
