EXHIBIT 4.1
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AMERICAN HONDA RECEIVABLES CORP.,
as Seller
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
and
BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
as Trustee
on behalf of the Certificateholders
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POOLING AND SERVICING AGREEMENT
Dated as of October 1, 1997
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$_________________
Honda Auto Receivables 1997-B Grantor Trust
____% Asset Backed Certificates
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TABLE OF CONTENTS
Page
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ARTICLE ONE
DEFINITIONS AND TERMS
Section 1.01. Special Definitions and Terms . . . . . . . . 1
Section 1.02. Other Definitions and Terms . . . . . . . . . . . . . 3
ARTICLE TWO
CREATION OF TRUST
Section 2.01. Creation of Trust . . . . . . . . . . . . . . . . . . 3
ARTICLE THREE
CONVEYANCE OF RECEIVABLES; SERVICER LETTER OF CREDIT
Section 3.01. Conveyance of Receivables . . . . . . . . . . . . . . 4
Section 3.02. Servicer Letter of Credit . . . . . . . . . . 4
ARTICLE FOUR
ACCEPTANCE BY TRUSTEE
Section 4.01. Acceptance by Trustee . . . . . . . . . . . . 5
ARTICLE FIVE
INCORPORATION OF STANDARD
TERMS AND CONDITIONS
Section 5.01. Incorporation of Standard Terms and Conditions. . . 5
(i)
Page
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ARTICLE SIX
ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER
Section 6.01. Additional Representations and Warranties of Seller 5
ARTICLE SEVEN
AMERICAN HONDA NOT TO RESIGN AS SERVICER
Section 7.01. American Honda Not to Resign as Servicer. . . 6
ARTICLE EIGHT
AGENT FOR SERVICE
Section 8.01. Agent for Service . . . . . . . . . . . . . . 6
ARTICLES NINE AND TEN
[Reserved]
SCHEDULES
Schedule A - Schedule of Receivables . . . . . . . . . . . SA-1
Schedule B - Locations of Receivable Files . . . . . . . . SB-1
EXHIBITS
Exhibit A - Form of Class A Certificate. . . . . . . . . . A-1
Exhibit B - Form of Class B Certificate. . . . . . . . . . B-1
Exhibit C - Form of Letter of Representations. . . . . . . C-1
Exhibit D - Form of Servicer Letter of Credit. . . . . . . D-1
Exhibit E - Form of Servicer Report. . . . . . . . . . . . E-1
(ii)
This Pooling and Servicing Agreement, dated as of October 1, 1997, is made
with respect to the formation of the Honda Auto Receivables 1997-B Grantor
Trust, among American Honda Receivables Corp., a California corporation (the
"Seller"), American Honda Finance Corporation, a California corporation (the
"Servicer"), and Bank of Tokyo-Mitsubishi Trust Company, a New York banking
corporation, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:
ARTICLE ONE
DEFINITIONS AND TERMS
Section 1.01. SPECIAL DEFINITIONS AND TERMS. Whenever used in the Standard
Terms and Conditions and in this Agreement, the following words and phrases
shall have the following meanings, unless otherwise indicated by the context:
"AGREEMENT" means this Pooling and Servicing Agreement and all amendments
hereof and supplements hereto.
"AGGREGATE NET LOSSES" means, with respect to a Collection Period, an
amount equal to the aggregate Principal Balance of all Receivables that became
Defaulted Receivables during such Collection Period minus all Net Liquidation
Proceeds collected during such Collection Period with respect to Defaulted
Receivables.
"CERTIFICATE REGISTRAR" means the Trustee unless a successor Certificate
Registrar is appointed pursuant to Section 15.03 of the Standard Terms and
Conditions. The Certificate Registrar initially designates its offices at
1251 Avenue of the Americas, 10th Floor, New York, New York 10020-1104, as its
offices where Certificates may be surrendered for registration of transfer or
exchange as described in Section 15.07 of the Standard Terms and Conditions.
"CHARGE-OFF RATE" means, with respect to a Collection Period, the
percentage equivalent of a fraction, the numerator of which is the Aggregate Net
Losses for such Collection Period, and the denominator of which is the average
of (i) the Pool Balance on the last day of the Collection Period immediately
preceding such Collection Period and (ii) the Pool Balance on the last day of
such current Collection Period; such quotient is then multiplied by twelve to
arrive at an annualized percentage.
"CLASS A PERCENTAGE" means _____%.
"CLASS B PERCENTAGE" means ____%.
"CLOSING DATE" means October __, 1997.
"CORPORATE TRUST OFFICE" means, as of the date hereof, the office of the
Trustee located at 1251 Avenue of the Americas, 10th Floor, New York, New York
10020-1104, Attention: Corporate Trust Department.
"CURRENT RECEIVABLE" means each Receivable that is not a Defaulted
Receivable or a Liquidated Receivable.
"CUTOFF DATE" means October 1, 1997.
"DELINQUENCY PERCENTAGE" means, with respect to a Collection Period, the
percentage equivalent of a fraction, the numerator of which is the number of (i)
all outstanding Receivables 61 days or more delinquent (after taking into
account permitted extensions) as of the last day of such Collection Period,
determined in accordance with the Servicer's normal practices, plus (ii) all
Receivables the related Financed Vehicles of which have been repossessed but
have not been liquidated (to the extent the related Receivable is not otherwise
reflected in clause (i) above or is not a Defaulted Receivable), and the
denominator of which is the aggregate number of Current Receivables on the last
day of such Collection Period.
"DISCOUNT RATE" means 2.5% per annum.
The first "DISTRIBUTION DATE" shall be November 15, 1997.
The "FINAL SCHEDULED DISTRIBUTION DATE" shall be May 15, 2003.
"INITIAL SERVICER LETTER OF CREDIT AMOUNT" means $_______________.
"LETTER OF REPRESENTATIONS" means the Letter of Representations among the
Seller, the Trustee and DTC, substantially in the form attached hereto as
Exhibit C.
"ORIGINAL POOL BALANCE" means $___________.
"ORIGINAL CLASS A CERTIFICATE BALANCE" means $_______________.
"ORIGINAL CLASS B CERTIFICATE BALANCE" means $_______________.
"PASS-THROUGH RATE" means ____% per annum.
"RATING AGENCY" means each of Moody's and Standard & Poor's.
"RECEIVABLES PURCHASE AGREEMENT" means that certain Receivables Purchase
Agreement, dated as of the Cutoff Date, between the Seller and American Honda.
"REQUIRED RATING" means a rating on commercial paper or other short-term
unsecured debt obligations of Prime-1 by Moody's and A-1+ by Standard & Poor's;
and any
2
requirement that commercial paper or short-term unsecured debt obligations have
the "Required Rating" shall mean that such commercial paper or unsecured debt
obligations shall be rated at least equal to the foregoing ratings from Moody's
and Standard & Poor's.
"RESERVE FUND INITIAL DEPOSIT" means $_____________.
"SERVICING FEE RATE" means 1.00% per annum.
"SERVICER CERTIFICATE" means the monthly report by the Servicer,
substantially in the form attached hereto as Exhibit E.
"SPECIFIED RESERVE FUND BALANCE" means, with respect to any Distribution
Date, $_______________ except that, if on any Distribution Date (i) the average
of the Charge-off Rates for the preceding three Collection Periods exceeds 1.50%
or (ii) the average of the Delinquency Percentages for the preceding three
Collection Periods exceeds 1.50%, then the Specified Reserve Fund Balance for
such Distribution Date will be an amount equal to a specified percentage of the
Pool Balance as of the last day of the related Collection Period. Such
specified percentage shall be determined by deducting from 9.25% the following
fraction, expressed as a percentage: (a) one minus (b) a fraction, the numerator
of which is the Class A Certificate Balance on such Distribution Date (after
giving effect to distributions of principal made on such Distribution Date) and
the denominator of which is such Pool Balance. Notwithstanding the foregoing,
in no event will the Specified Reserve Fund Balance be more than $______________
or less than $____________. Finally, on any Distribution Date as to which the
Pool Balance as of the last day of the related Collection Period is
$______________ or less, the Specified Reserve Fund Balance for such
Distribution Date will be the greater of the applicable amount determined as set
forth above or $______________.
"STANDARD TERMS AND CONDITIONS" means the Standard Terms and Conditions of
Agreement (Senior/Subordinated) for Honda Auto Receivables Grantor Trust
effective October 1, 1997, in the form attached hereto.
"YIELD SUPPLEMENT ACCOUNT DEPOSIT" means $______________.
Section 1.02. OTHER DEFINITIONS AND TERMS. Capitalized terms used herein
that are not otherwise defined shall have the meanings ascribed thereto in the
Standard Terms and Conditions.
ARTICLE TWO
CREATION OF TRUST
Section 2.01. CREATION OF TRUST. Upon the execution of this Agreement by
the parties hereto, there is hereby created the Honda Auto Receivables 1997-B
Grantor Trust.
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ARTICLE THREE
CONVEYANCE OF RECEIVABLES; SERVICER LETTER OF CREDIT
Section 3.01. CONVEYANCE OF RECEIVABLES. In consideration of the
Trustee's delivery to the Seller of executed and authenticated Certificates, in
authorized denominations, in an aggregate amount equal to the Original Pool
Balance, the Seller does hereby sell, transfer, assign and otherwise convey to
the Trustee, in trust for the benefit of the Certificateholders, without
recourse (subject to the Seller's obligations herein) all right, title and
interest of the Seller in and to:
(i) the 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 12.05 or 20.02 of the
Standard Terms and Conditions or the purchase of Receivables by the
Servicer pursuant to Section 13.08 or 20.02 of the Standard Terms and
Conditions) on and 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;
(v) the Receivables Purchase Agreement but not the obligations
of the Seller thereunder;
(vi) 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 Trustee;
(vii) all other assets comprising the Trust; and
(viii) all proceeds of the foregoing.
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 all proceeds of any
of the foregoing and the parties intend that this Agreement constitute a
security agreement under applicable law.
Section 3.02. SERVICER LETTER OF CREDIT. Upon the obtaining of a Servicer
Letter of Credit pursuant to Sections 14.02(b) and 14.09 of the Standard Terms
and Conditions, the
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Trustee will hold the Servicer Letter of Credit and deliver demands for payment
pursuant thereto in accordance with its terms and the terms of this Agreement.
ARTICLE FOUR
ACCEPTANCE BY TRUSTEE
Section 4.01. ACCEPTANCE BY TRUSTEE. The Trustee does hereby accept all
consideration conveyed by the Seller pursuant to Section 3.01 hereof, together
with the Servicer Letter of Credit, and declares that the Trustee shall hold
such consideration upon the trusts herein set forth for the benefit of holders
of the Certificates, subject to the terms and provisions of this Agreement.
ARTICLE FIVE
INCORPORATION OF STANDARD
TERMS AND CONDITIONS
Section 5.01. INCORPORATION OF STANDARD TERMS AND CONDITIONS. This
Pooling and Servicing Agreement does hereby incorporate by reference the
Standard Terms and Conditions, in the form attached hereto.
ARTICLE SIX
ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER
Section 6.01. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER. The
Seller does hereby make the following representations and warranties on which
the Trustee shall rely in accepting the Receivables in trust and authenticating
the Certificates.
(i) MATURITY OF RECEIVABLES. Each Receivable shall have an
original maturity of not less than 12 months nor greater than 60 months
and, as of the Cutoff Date, a remaining maturity of not less than 1 month
nor greater than 60 months.
(ii) FINANCE CHARGE. Each Receivable provides for the payment of
a finance charge calculated on the basis of an APR ranging from 1.90% to
20.06%.
(iii) PRINCIPAL BALANCE. Each Receivable had an original
principal balance of not less than $1,303.46 nor more than $88,335.99 and
an average unpaid principal balance, as of the Cutoff Date, of $10,725.33.
5
(iv) ORIGINATION. Each Receivable was originated on or before
October 1, 1997.
(v) NO OVERDUE PAYMENTS. No Receivable shall have a Scheduled
Payment that is more than 30 days past due as of the Cutoff Date.
(vi) LOCATION OF RECEIVABLE FILES. Each Receivable File shall be
kept at one of the locations listed in Schedule SB hereto.
(vii) NEW FINANCED VEHICLES. Each Financed Vehicle shall be a new
Honda or Acura automobile or sport utility vehicle or Honda minivan.
(viii) ADDRESSES OF OBLIGORS. The Obligor under each Receivable
had a current address in the United States as of the Cutoff Date.
ARTICLE SEVEN
AMERICAN HONDA NOT TO RESIGN AS SERVICER
Section 7.01. AMERICAN HONDA NOT TO RESIGN AS SERVICER. Subject to the
provisions of Section 17.03 of the Standard Terms and Conditions, the Servicer
shall not resign from the obligations and duties hereby imposed on it as
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law. Notice of any such determination permitting the resignation of the
Servicer shall be communicated to the Trustee at the earliest practicable time
(and, if such communication is not in writing, shall be confirmed in writing at
the earliest practicable time) and any such determination shall be evidenced by
an Opinion of Counsel to such effect delivered to the Trustee concurrently with
or promptly after such notice. No such resignation shall become effective until
the Trustee or a successor Servicer shall have assumed the responsibilities and
obligations of the Servicer in accordance with Sections 17.05 and 18.03 of the
Standard Terms and Conditions.
ARTICLE EIGHT
AGENT FOR SERVICE
Section 8.01. AGENT FOR SERVICE. The agent for service for the Seller
shall be CT Corp., 818 West 7th Street, Second Floor, Los Angeles, California
90017, and the agent for service for the Servicer shall be its President, 700
Van Ness Avenue, Building 300, Torrance, California 90501.
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ARTICLES NINE AND TEN
[Reserved]
7
IN WITNESS WHEREOF, the parties have caused this Pooling and Servicing
Agreement to be duly executed by their respective officers as of the day and
year first above written.
AMERICAN HONDA RECEIVABLES CORP.,
as Seller
By:
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Y. Kohama
President
AMERICAN HONDA FINANCE CORPORATION,
as Servicer
By:
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Y. Kohama
President
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY,
as Trustee
By:
------------------------------------
Name:
Title:
8
SCHEDULE SA
SCHEDULE OF RECEIVABLES
Omitted - Originals on file at the offices of the Seller, the Servicer and
the Trustee.
SA-1
SCHEDULE SB
LOCATIONS OF RECEIVABLE FILES
American Honda Finance Corporation
21041 South Western Avenue, Suite 200
Torrance, California 90501
American Honda Finance Corporation
1355 Northmeadow Parkway, Suite 100
Roswell, Georgia 30076
American Honda Finance Corporation
8505 Freeport Parkway, Suite 600
Irving, Texas 75063
American Honda Finance Corporation
8505 Freeport Parkway, Suite 625
Irving, Texas 75063
American Honda Finance Corporation
470 Granby Road, Suite 2
S. Hadley, Massachusetts 01075
American Honda Finance Corporation
601 Campus Drive, Suite C-7
Arlington Heights, Illinois 60004
American Honda Finance Corporation
2680 Bishop Drive, Suite 100
San Ramon, California 94583
American Honda Finance Corporation
8514 McAlpine Park Drive, Suite 100
Charlotte, North Carolina 28211
American Honda Finance Corporation
200 Continental Drive, Suite 301
Newark, Delaware 19713
American Honda Finance Corporation
700 Van Ness Avenue, Building 300
Torrance, California 90501
SB-1
EXHIBIT A
FORM OF CLASS A CERTIFICATE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
HONDA AUTO RECEIVABLES 1997-B GRANTOR TRUST
____% ASSET BACKED CERTIFICATE, CLASS A
evidencing a fractional undivided interest in the Trust, as defined below,
the property of which includes a pool of retail installment sale contracts
secured by the new motor vehicles financed thereby and sold to the Trust by
American Honda Receivables Corp. The Final Scheduled Distribution Date is
May 15, 2003.
(This Certificate does not represent an interest in or obligation of
American Honda Receivables Corp., American Honda Finance Corporation or any
of their respective affiliates)
CUSIP ____________
NUMBER RA-1 $______________
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a _____________
_________ dollar ($__________) nonassessable, fully-paid, fractional undivided
interest in the Honda Auto Receivables 1997-B Grantor Trust (the "Trust") formed
by American Honda Receivables Corp., a California corporation (the "Seller").
The Trust was created pursuant to a Pooling and Servicing Agreement, dated as of
October 1, 1997 (the "Agreement"), among the Seller, American Honda Finance
Corporation, as Servicer, and Bank of Tokyo-Mitsubishi Trust Company, as trustee
(the "Trustee"). A summary of certain of the pertinent provisions of the
Agreement is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement.
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Honda Auto Receivables 1997-B Grantor Trust
_____% Asset Backed
A-1
Certificates, Class A" (the "Class A Certificates"). Also issued under the
Agreement are certificates designated as "Honda Auto Receivables 1997-B Grantor
Trust ____% Asset Backed Certificates, Class B" (the "Class B Certificates" and,
together with the Class A Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates to the limited extent
described in the Agreement. The aggregate undivided interest in the Trust
evidenced by all Class A Certificates is _____%. This Class A Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class A Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound. The
property of the Trust includes, among other things, a pool of retail installment
sale contracts (the "Receivables") for the new motor vehicles financed thereby
(the "Financed Vehicles") and certain monies due or received under the
Receivables on and after the Cutoff Date, security interests in the Financed
Vehicles and accessions thereto, certain bank accounts, proceeds from claims on
physical damage, credit life and disability insurance policies covering each of
the Financed Vehicles, the Receivables or the related Obligors, the rights of
the Seller under the Receivables Purchase Agreement, the right of the Seller to
receive the proceeds of Dealer Recourse and all proceeds of the foregoing.
Under the Agreement, there will be distributed on the fifteenth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each, a "Distribution Date"), commencing on November 15, 1997, to the Person in
whose name this Class A Certificate is registered at the close of business on
the last calendar day immediately preceding the related Distribution Date or, if
Definitive Certificates are issued, the last day of the immediately preceding
calendar month (each, a "Record Date"), such Class A Certificateholder's
percentage interest in the Class A Distributable Amount for such Distribution
Date actually distributed, together with the payment of any outstanding Class A
Interest Carryover Shortfall and Class A Principal Carryover Shortfall actually
made on such Distribution Date, in each case to the extent and as more
specifically set forth in the Agreement.
Distributions on this Class A Certificate will be made by the Trustee by
check or money order mailed to the related Class A Certificateholder of record
in the Certificate Register without the presentation or surrender of this
Class A Certificate or the making of any notation hereon except that with
respect to Class A Certificates registered in the name of Cede & Co., the
nominee for DTC, distributions will be made in the form of immediately available
funds. Except as otherwise provided in the Agreement and notwithstanding the
foregoing, the final distribution on this Class A Certificate will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class A Certificate at the office or agency
maintained for that purpose by the Trustee in the Borough of Manhattan, The City
of New York.
The Certificates do not represent an obligation of, or an interest in, the
Seller, the Servicer or any of their respective affiliates. The Certificates
are limited in right of payment to certain collections and recoveries respecting
the Receivables and the monies on deposit in the Reserve Fund and the Yield
Supplement Account, all as more specifically set forth in the Agreement. A copy
of the Agreement may be examined during normal business hours at the
A-2
principal office of the Trustee, and at such other places, if any, designated by
the Trustee, by any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing not less than 51% of the Voting Interests of
all Certificates, voting together as a single class. Any such consent by the
Holder of this Class A Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class A Certificate and of any Class A
Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon
this Class A Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Class A Certificate is registrable in the
Certificate Register upon surrender of this Class A Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Class A Certificates of authorized
denominations evidencing the same aggregate principal amount will be issued to
the designated transferee.
The Class A Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 and integral multiples
thereof (except for one Class A Certificate in a smaller minimum denomination
representing any remaining portion of the Original Class A Certificate Balance).
As provided in the Agreement and subject to certain limitations therein set
forth, Class A Certificates are exchangeable for new Class A Certificates of
authorized denominations evidencing the same aggregate principal amount, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.
Prior to due presentation of this Class A Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class A Certificate is registered
as the owner hereof for the purposes of receiving distributions and for all
other purposes, and none of the Trustee, the Certificate Registrar nor any such
agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the payment to Certificateholders of all
amounts required to be paid to them pursuant to the Agreement or the maturity or
liquidation of the last Receivable and the disposition of all property held as
part of the Trust. The Seller or the Servicer, or any successor to the
Servicer, may, at its option, purchase the corpus of the Trust at a price
A-3
specified in the Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificates; however,
such right of purchase is exercisable only on a Distribution Date following the
last day of any Collection Period as of which the Pool Balance is 10% or less of
the Original Pool Balance.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Trustee, by manual signature, this Class A
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class A Certificate to be duly executed.
Dated: HONDA AUTO RECEIVABLES 1997-B
GRANTOR TRUST
By: BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee of HONDA
AUTO RECEIVABLES 1997-B
GRANTOR TRUST
[SEAL]
By:
-------------------------------
Authorized Officer
ATTEST:
- ------------------------------
Authorized Officer
This is one of the Class A Certificates referred to in the within-mentioned
Agreement.
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee of HONDA AUTO
RECEIVABLES 1997-B GRANTOR TRUST
By:
-------------------------------
Authorized Officer
A-4
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)
- --------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
- --------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.
Dated:
*
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Signature Guaranteed:
*
----------------------------------
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
A-5
EXHIBIT B
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE APPLICABLE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
STATE LAWS OR IS SOLD OR TRANSFERRED IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND STATE LAWS AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 15.03 OF THE AGREEMENT REFERRED TO HEREIN.
HONDA AUTO RECEIVABLES 1997-B GRANTOR TRUST
____% ASSET BACKED CERTIFICATE, CLASS B
evidencing a fractional undivided interest in the Trust, as defined below,
the property of which includes a pool of retail installment sale contracts
secured by the new motor vehicles financed thereby and sold to the Trust by
American Honda Receivables Corp. The Final Scheduled Distribution Date is
May 15, 2003.
(This Certificate does not represent an interest in or obligation of
American Honda Receivables Corp., American Honda Finance Corporation or any
of their respective affiliates)
NUMBER RB-1 $____________
THIS CERTIFIES THAT AMERICAN HONDA RECEIVABLES CORP. is the registered
owner of a _______________________________________ ($_____________)
nonassessable, fully-paid, fractional undivided interest in the Honda Auto
Receivables 1997-B Grantor Trust (the "Trust") formed by American Honda
Receivables Corp., a California corporation (the "Seller"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of October 1,
1997 (the "Agreement"), among the Seller, American Honda Finance Corporation, as
Servicer, and Bank of Tokyo-Mitsubishi Trust Company, as trustee (the
"Trustee"). A summary of certain of the pertinent provisions of the Agreement
is set forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in the Agreement.
This Certificate is one of the duly authorized Certificates issued under
the Agreement and designated as "Honda Auto Receivables 1997-B Grantor Trust
____% Asset Backed
B-1
Certificates, Class B" (the "Class B Certificates"). Also issued under the
Agreement are certificates designated as "Honda Auto Receivables 1997-B Grantor
Trust _____% Asset Backed Certificates, Class A" (the "Class A Certificates"
and, together with the Class B Certificates, the "Certificates"). The Class B
Certificates are subordinated to the Class A Certificates to the limited extent
described in the Agreement. The aggregate undivided interest in the Trust
evidenced by all Class B Certificates is ____%. This Class B Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class B Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound. The
property of the Trust includes, among other things, a pool of retail installment
sale contracts (the "Receivables") for the new motor vehicles financed thereby
(the "Financed Vehicles"), certain monies due or received under the Receivables
on and after the Cutoff Date, security interests in the Financed Vehicles and
accessions thereto, certain bank accounts, proceeds from claims on physical
damage, credit life and disability insurance policies covering any of the
Financed Vehicles, the Receivables or the related Obligors, the rights of the
Seller under the Receivables Purchase Agreement, the right of the Seller to
receive the proceeds of any Dealer Recourse and all proceeds of the foregoing.
Under the Agreement, there will be distributed on the fifteenth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each, a "Distribution Date"), commencing on November 15, 1997, to the Person in
whose name this Class B Certificate is registered at the close of business on
the last day of the immediately preceding calendar month (each, a "Record
Date"), such Class B Certificateholder's percentage interest in the Class B
Distributable Amount for such Distribution Date actually distributed, together
with the payment of any outstanding Class B Interest Carryover Shortfall and any
outstanding Class B Principal Carryover Shortfall actually made on such
Distribution Date, in each case to the extent and as more specifically set forth
in the Agreement.
Distributions on this Class B Certificate will be made by the Trustee by
check or money order mailed to the related Class B Certificateholder of record
in the Certificate Register without the presentation or surrender of this
Class B Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the foregoing, the final
distribution on this Class B Certificate will be made after due notice by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Class B Certificate at the office or agency maintained for
that purpose by the Trustee in the Borough of Manhattan, The City of New York.
The Certificates do not represent an obligation of, or an interest in, the
Seller, the Servicer or any of their respective affiliates. The Certificates
are limited in right of payment to certain collections and recoveries respecting
the Receivables and the monies on deposit in the Reserve Fund and the Yield
Supplement Account, all as more specifically set forth in the Agreement. A copy
of the Agreement may be examined during normal business hours at the principal
office of the Trustee, and at such other places, if any, designated by the
Trustee, by any Certificateholder upon request.
B-2
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing not less than 51% of the Voting Interests of
all Certificates, voting together as a single class. Any such consent by the
Holder of this Class B Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class B Certificate and of any Class B
Certificate issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof whether or not notation of such consent is made upon
this Class B Certificate. The Agreement also permits the amendment thereof, in
certain circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Class B Certificate is registrable in the
Certificate Register upon surrender of this Class B Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Class B Certificates of authorized
denominations evidencing the same aggregate principal amount will be issued to
the designated transferee.
The Class B Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $100,000 and integral multiples
thereof (except for one Class B Certificate in a smaller minimum denomination
representing any remaining portion of the Original Class B Certificate Balance);
provided that for so long as there is only one Holder of the Class B
Certificates, one Class B Certificate may be issued in an amount representing
the entire Original Class B Certificate Balance. As provided in the Agreement
and subject to certain limitations therein set forth, Class B Certificates are
exchangeable for new Class B Certificates of authorized denominations evidencing
the same aggregate principal amount, as requested by the Holder surrendering the
same. No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or governmental charges payable in connection therewith.
Prior to due presentation of this Class B Certificate for registration of
transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class B Certificate is registered
as the owner hereof for the purpose of receiving distributions and for all other
purposes, and none of the Trustee, the Certificate Registrar nor any such agent
shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the payment to Certificateholders of all
amounts required to be paid to them pursuant to the Agreement or the maturity or
liquidation of the last Receivable and the disposition of all property held as
part of the Trust. The Seller or the Servicer, or any successor to the
Servicer, may, at its option, purchase the corpus of the Trust at a price
specified in the Agreement, and such purchase of the Receivables and other
property of the
B-3
Trust will effect early retirement of the Certificates; however, such right of
purchase is exercisable only on a Distribution Date following the last day of
any Collection Period as of which the Pool Balance is 10% or less of the
Original Pool Balance.
Unless the certificate of authentication hereon shall have been executed by
an authorized officer of the Trustee, by manual signature, this Class B
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class B Certificate to be duly executed.
Dated: HONDA AUTO RECEIVABLES 1997-B
GRANTOR TRUST
By: BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee of HONDA
AUTO RECEIVABLES 1997-B
GRANTOR TRUST
[SEAL]
By:
-------------------------------
Authorized Officer
ATTEST:
- ------------------------------
Authorized Officer
This is one of the Class B Certificates referred to in the within-mentioned
Agreement.
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee of HONDA AUTO
RECEIVABLES 1997-B GRANTOR TRUST
By:
-------------------------------
Authorized Officer
B-4
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
- --------------------------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)
- --------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing
- --------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.
Dated:
*
----------------------------------
Signature Guaranteed:
*
----------------------------------
* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
B-5
EXHIBIT C
LETTER OF REPRESENTATIONS
C-1
EXHIBIT D
IRREVOCABLE LETTER OF CREDIT
October __, 1997
Credit No. _____________
Bank of Tokyo-Mitsubishi Trust Company
1251 Avenue of the Americas
10th Floor
New York, New York 10020
Attention: Corporate Trust Office
Dear Sirs:
At the request and for the account of our customer, American Honda Finance
Corporation, a California corporation ("American Honda"), we (the "Letter of
Credit Bank") hereby establish in your favor this Irrevocable Letter of Credit
(this "Letter of Credit"), wherein you, as trustee (the "Trustee") under the
Pooling and Servicing Agreement dated as of October 1, 1997 (the "Pooling and
Servicing Agreement") among American Honda Receivables Corp. ("AHRC"), American
Honda and you, pursuant to which $________________ aggregate principal amount of
____% Asset Backed Certificates (the "Certificates") of the Honda Auto
Receivables 1997-B Grantor Trust (the "Trust") have been issued, are hereby
irrevocably authorized to draw upon the terms and conditions hereinafter set
forth, in an aggregate amount not exceeding ____________ dollars ($____________)
(hereinafter, as reduced from time to time in accordance with the provisions
hereof, the "Servicer Letter of Credit Amount"). This Letter of Credit is
effective immediately, is irrevocable and expires at the close of business on
___________, 1998 (the "Expiration Date") at our counters.
Funds under this Letter of Credit are available to you in one or more
drawings against your draft, accompanied by your written certificate signed by
one who states therein that he or she is your duly authorized officer,
appropriately completed, in the form of Annex 1 hereto.
We hereby agree that each demand made under and in compliance with the
terms of this Letter of Credit will be duly honored by us upon due delivery of
the certificate(s), as specified above, appropriately completed (together with
such enclosures, if any, required thereby), if presented as specified on or
before the Termination Date (as hereinafter defined). If a presentation in
respect of payment is made by you hereunder at or prior to 11:00 a.m.,
D-1
Los Angeles time, on a Business Day, and provided that the documents so
presented conform to the terms and conditions hereof, payment shall be made to
you of the amount specified in immediately available funds, not later than
1:00 p.m., Los Angeles time, on such Business Day. If a presentation in respect
of payment is made by you hereunder after 11:00 a.m., Los Angeles time, on a
Business Day, but prior to 2:00 p.m. Los Angeles time on such Business Day, and
provided that the documents so presented conform to the terms and conditions
hereof, payment shall be made to you of the amount specified in immediately
available funds, not later than 9:00 a.m. Los Angeles time on the next
succeeding Business Day. If such presentation in respect of payment is made by
you hereunder after 2:00 p.m. Los Angeles time, on a Business Day, such
presentation shall be deemed to have been made prior to 11:00 a.m., Los Angeles
time, on the next succeeding Business Day. You agree to use your best efforts
to provide us telephonic notice at the time any presentation in respect of
payment is made hereunder; provided, however, that failure to provide such
telephonic notice shall not affect our obligation to make payment in respect of
any such presentation in respect of payment. If requested by you, payment under
this Letter of Credit will be made by wire transfer to an account in the United
States specified by the Trustee in the related certificate. As used herein,
"Business Day" shall mean any day other than a Saturday, a Sunday or any other
day on which the Trustee or banking institutions in New York, New York or Los
Angeles, California shall be authorized or obligated by law, executive order or
governmental decree to be closed.
Only you, as Trustee (or any successor trustee as hereinafter provided),
may make a drawing under this Letter of Credit. Upon the payment of the amount
specified in the related certificate(s) presented hereunder, we shall be fully
discharged of our obligation under this Letter of Credit with respect to such
certificate(s), and we shall not thereafter be obligated to make any further
payments under this Letter of Credit in respect of such certificate(s) to you or
any other person. By paying to you an amount demanded in accordance herewith,
we make no representation as to the correctness of the amount demanded.
This Letter of Credit shall automatically terminate at our close of
business in New York, New York on the first to occur of the following dates (the
"Termination Date"): (i) the Expiration Date, or if said date shall not be a
Business Day, on the Business Day next succeeding said date, (ii) the date of
receipt by us of your written certificate signed by your authorized officer,
appropriately completed, in the form of Annex 2 hereto and (iii) the date of
payment by us of the final drawing available to be made hereunder. If we are
not then in default hereunder by reason of our having wrongfully failed to honor
a demand for payment hereunder, this Letter of Credit shall be promptly
surrendered to us upon the Termination Date.
Payments in respect of drawings hereunder honored by us shall not, in the
aggregate, exceed the initial Servicer Letter of Credit Amount. Each drawing
honored by us hereunder shall PRO TANTO reduce the Servicer Letter of Credit
Amount in effect immediately prior to such drawing.
D-2
The Servicer Letter of Credit Amount under the Letter of Credit shall be
further reduced as specified in any certificate in the form of Annex 3 hereto
(each a "Reduction Certificate") that you may deliver to us.
This Letter of Credit shall be governed by the internal laws of the State
of New York, including, without limitation, Article 5 of the Uniform Commercial
Code as in effect in the State of New York. This Letter of Credit shall be
supplemented by the provisions (to the extent that such provisions are not
inconsistent with this Letter of Credit and said Article 5) of the Uniform
Customs and Practice for Documentary Credits (1993 Revision), International
Chamber of Commerce, Publication No. 500, except Article 41 thereof.
All documents presented to us in connection with any demand for payment
hereunder shall be in writing or shall be transmitted by telecopier (promptly
confirmed in writing) and shall be addressed to us at
___________________________________________, Attention:
___________________________, Telecopy: _________________ or ______________,
specifically referring thereon to this Letter of Credit by number. You shall
use your best efforts also to give written, telephonic or telecopied notice of
any demand for payment hereunder to the attention of our
____________________________________, Telecopy: ______________, Telephone:
______________, as promptly as practical on the day of such demand (but such
notice shall not be a condition to drawing hereunder and you shall have no
liability for not doing so). All notices and other communications to us in
respect of this Letter of Credit, other than demands for payment hereunder,
shall be in writing or shall be transmitted by telecopier (promptly confirmed in
writing) and shall be addressed to us at our Trade Services Department at the
address or telecopy number identified above and at our Asset Finance Department
at the address or telecopy number identified above, in each case specifically
referring thereon to this Letter of Credit by number and to American Honda.
You may transfer your rights under this Letter of Credit in their entirety
(but not in part) to any transferee who has succeeded you as Trustee pursuant to
the Pooling and Servicing Agreement and such transferred rights may be
successively transferred. The transfer of your rights under this Letter of
Credit to any such transferee shall be effected upon the presentation to us of
this Letter of Credit accompanied by a transfer letter in the form attached
hereto as Annex 4.
D-3
This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein except
only Annexes 1 through 4 hereto; and any such reference shall not be deemed to
incorporate herein by reference any document, instrument or agreement except as
set forth above.
Very truly yours,
---------------------------------------
Name:
Title:
---------------------------------------
Name:
Title:
D-4
ANNEX 1 TO IRREVOCABLE
LETTER OF CREDIT NO. ____________
CERTIFICATE FOR DRAWING
The undersigned, Bank of Tokyo-Mitsubishi Trust Company, as trustee (the
"Trustee"), acting through the undersigned duly authorized officer of the
Trustee, hereby certifies to ___________________________________________ (the
"Letter of Credit Bank"), with reference to the Letter of Credit Bank's
Irrevocable Letter of Credit No. _____________ (the "Letter of Credit"; terms
defined in the Letter of Credit and not otherwise defined herein are used herein
as therein defined) issued in favor of the Trustee, that:
(1) The Trustee is the Trustee under the Pooling and Servicing
Agreement.
(2) American Honda, as servicer ("Servicer") under the Pooling and
Servicing Agreement, has notified us, as Trustee under the Pooling and
Servicing Agreement, pursuant to a Servicer's Certificate (as such term is
defined in the Pooling and Servicing Agreement) (a copy of which is
attached hereto) furnished pursuant to Section 13.10 of the Pooling and
Servicing Agreement, that the following amount was required to be remitted
by the Servicer to the Certificate Account (as such term is defined in the
Pooling and Servicing Agreement) pursuant to Section 14.02 of the Pooling
and Servicing Agreement with respect to the Distribution Date (as such term
is defined in the Pooling and Servicing Agreement) occurring on [insert
applicable Distribution Date]: $[insert amount required to be remitted
pursuant to Section 14.02].
(3) American Honda has failed to deposit the following portion of
amounts owed by it with respect to such Distribution Date as set forth in
paragraph (2) above: $[insert amount of deficiency].
(4) The Trustee is making a drawing under the Letter of Credit in the
amount of $____________, which amount equals the lesser of (a) the amount
set forth in paragraph (3) and (b) the amount available on the date hereof
to be drawn under the Letter of Credit, as set forth in the attached
Servicer's Certificate.
(5) The Trustee has not received notice from American Honda or any
other person or entity contesting the accuracy of such Servicer's
Certificate.
(6) The account to which payment under the Letter of Credit is to be
wire transferred is Account No. ____________, maintained at
________________________.
D-1-1
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate
as of the _____ day of ____________.
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee
By:
-----------------------------
Name:
Title:
D-1-2
ANNEX 2 TO
IRREVOCABLE LETTER OF CREDIT NO. _____________
CERTIFICATE FOR THE TERMINATION
OF IRREVOCABLE LETTER OF CREDIT NO. ___________
The undersigned, a duly authorized officer of Bank of Tokyo-Mitsubishi
Trust Company, as trustee (the "Trustee"), hereby certifies to
______________________________ (the "Letter of Credit Bank") with reference to
the Letter of Credit Bank's Irrevocable Letter of Credit No. _______________
(the "Letter of Credit"; terms defined in the Letter of Credit and not otherwise
defined herein are used herein as therein defined) issued in favor of the
Trustee, that [the Pooling and Servicing Agreement has been terminated in
accordance with its terms and the Certificate Account defined therein contains
sufficient funds to pay in full all outstanding Certificates issued thereunder]
or [this Letter of Credit is being terminated pursuant to Section 25 of the
related Servicer Letter of Credit Reimbursement Agreement upon request of the
Servicer and is being replaced by a security bond, insurance policy or deposit
of cash or securities satisfactory to the Trustee and the Rating Agencies] or
[the Letter of Credit has been terminated on the date hereof in accordance with
its terms] or [the Trustee has received a notification to the effect that the
short-term unsecured debt rating of the Letter of Credit Bank as assigned by
Standard & Poor's Ratings Services ("S&P") or Moody's Investors Service, Inc.
("Moody's") is not at least equal to the Required Rating] or [the Trustee has
received a notification to the effect that the short-term unsecured debt ratings
of American Honda as assigned by S&P and Moody's have been upgraded to at least
A-1 and P-1, respectively].(1) Accordingly, we herewith return to you for
cancellation the Letter of Credit, which is terminated, as of the date hereof,
pursuant to its terms.
Date: ____________ BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee
By:
-------------------------------
Name:
Title:
- -------------------------------
1 Select appropriate alternative.
D-2-1
ANNEX 3 TO IRREVOCABLE
LETTER OF CREDIT NO. ____________
CERTIFICATE FOR THE REDUCTION OF THE STATED
AMOUNT OF IRREVOCABLE LETTER OF CREDIT NO. ___________
The undersigned, a duly authorized officer of Bank of Tokyo-Mitsubishi
Trust Company, as trustee (the "Trustee"), hereby certifies to
_______________________________ (the "Letter of Credit Bank"), with reference to
the Letter of Credit Bank's Irrevocable Letter of Credit No. _____________ (the
"Letter of Credit"; terms defined in the Letter of Credit and not otherwise
defined herein are used herein as therein defined) issued in favor of the
Trustee, that:
(1) The Trustee is the Trustee under the Pooling and Servicing
Agreement.
(2) On the basis of the Servicer's Certificate attached hereto, the
Trustee hereby confirms that, effective on the date hereof with respect to
the Reset Date on [insert appropriate Reset Date] the Servicer Letter of
Credit Amount of the Letter of Credit has been reduced from $____________
to $____________, which amount equals the product of $_____________ and the
Reset Percentage; provided that if the Servicer Letter of Credit Amount
would exceed the Pool Balance set forth in such certificate as of the end
of last month, the Servicer Letter of Credit Amount shall be reduced to the
amount of the Pool Balance, which is $____________.
(3) As used herein, the following terms shall have the following
respective meanings: (a) "Reset Date" means the 15th day of each calendar
month or, if such day is not a Business Day, the next following Business
Day; and (b) "Reset Percentage," as of any Reset Date, means a fraction the
numerator of which is the number of Receivables (as such term is defined in
the Pooling and Servicing Agreement) in the Trust at the close of business
on the last day of the calendar month preceding the calendar month in which
such Reset Date occurs, as evidenced by the Servicer's Certificate for such
calendar month, and the denominator of which is __________, which is the
number of Receivables in the Trust as of the close of business on
__________.
D-3-1
IN WITNESS WHEREOF, the Trustee has executed and delivered this Certificate
as of the _____ day of ____________ 19___.
BANK OF TOKYO-MITSUBISHI TRUST
COMPANY, as Trustee
By:
-------------------------------
Name:
Title:
D-3-2
ANNEX 4 TO IRREVOCABLE
LETTER OF CREDIT NO. _____________
___________________, 19__
[Letter of Credit Bank]
Re: Irrevocable Letter of Credit No.
-------------------------------------------
Dear Sirs:
For value received, the undersigned beneficiary hereby irrevocably
transfers to:
-----------------------------
(Name of Transferee)
-----------------------------
(Address)
all rights of the undersigned beneficiary to draw under the above-captioned
Irrevocable Letter of Credit (the "Letter of Credit"). The transferee has
succeeded the undersigned as Trustee under the Pooling and Servicing Agreement
(as such term is defined in the Letter of Credit).
By this transfer, all rights of the undersigned beneficiary in the Letter
of Credit are transferred to the transferee, and the transferee shall hereafter
have the sole right as beneficiary thereof; provided, however, that no rights
shall be deemed to have been transferred to the transferee until such transfer
complies with the requirements of the Letter of Credit pertaining to transfer.
D-4-1
The Letter of Credit is returned herewith and in accordance therewith we
ask that this transfer be effective and that you cause the transfer of the
Letter of Credit to our transferee or that, if so requested by the transferee,
you cause the issuance of a new Letter of Credit in favor of the transferee with
provisions consistent with the Letter of Credit.
Very truly yours,
[Name of Trustee],
as predecessor Trustee
By:
-------------------------------
Name:
Title:
D-4-2
EXHIBIT E
HONDA AUTO RECEIVABLES 1997-B
GRANTOR TRUST
Servicer's Certificate
For the Month of _______,_______
PRINCIPAL AND INTEREST COLLECTIONS
Beginning Pool Balance .......................................... (1)$_______
Beginning Pool Factor[(1)/$ ] ............................... (2) _______
Principal Collected (including from Applied Payments Ahead) ..... (3)$_______
Interest Collected (including from Applied Payments Ahead) ...... (4)$_______
Less: Outstanding Advances ................................ (5)$_______
Less: Total Servicing Fees ................................ (6)$_______
Total Interest Received [(4)-(5)+(6)] ........................... (7)$_______
Amount of Receivables which became Defaulted Receivables ........ (8)$_______
Additional Deposits
(i) Warranty Purchase Payments ............................ (9)$_______
(ii) Administrative Purchase Payments ...................... (10)$______
(iii) Advances .............................................. (11)$______
(iv) Prepayments ........................................... (12)$______
(v) Optional Termination Amount ........................... (13)$______
(vi) Yield Supplement Deposit Amount (as required).......... (14)$______
Total Additional Deposits ....................................... (15)$______
Total Available Funds [(3)+(7)+(15)] ............................ (16)$______
Ending Pool Balance [(1)-(3)] ................................... (17)$______
Ending Pool Factor [(17)/$ ] ................................ (18)$______
Class A Class B
------- -------
Distributions:
Class Percentage............................................ _______% _______%
Pool Factor................................................. _______ _______
Beginning Pool Balance...................................... _______ _______
Ending Pool Balance......................................... _______ _______
Available Principal(3)...................................... _______ _______
Available Interest(7)....................................... _______ _______
Basic Servicing Fee......................................... _______ _______
Total Servicing Fee......................................... _______ _______
E-1
Class A Class B
------- -------
Total Available Funds(16)................................... _______ _______
PAYMENTS TO CERTIFICATEHOLDERS
Monthly Principal Payment [(3)]............................. _______ _______
Interest Distributable Amount [(1)x( %/12)]................ _______ _______
DISTRIBUTIONS:
Total payments to Certificateholders........................ _______
Amount due Class B but paid to Class A (subordination)...... _______
Class A Interest Carryover Shortfall........................ _______
Class A Principal Carryover Shortfall....................... _______
Class B Interest Carryover Shortfall........................ _______
Class B Principal Carryover Shortfall....................... _______
Amounts to be paid to the Seller............................ _______
CHANGE TO PAYMENTS AHEAD BALANCE
Beginning Balance of Payments Ahead......................... _______
Ending Balance of Payments Ahead............................ _______
Net gain (loss) to Payments Ahead........................... _______
Payments from/(to) Reserve Fund............................. _______
Specified Reserve Fund Balance.............................. _______
Payahead Account Balance or Payments Ahead held by Servicer. _______
CHANGE TO OUTSTANDING ADVANCES
Beginning Balance of Outstanding Advances................... _______
Ending Balance of Outstanding Advances...................... _______
Net gain (loss) to Outstanding Advances..................... _______
Class A Certificate Balance................................. _______
Class B Certificate Balance................................. _______
Reconciliation of Yield Supplement Deposit Amount
- -------------------------------------------------
Class A/Class B Weighted Average Pass-Through Rate _____%
Servicing Fee Rate 1.00%
Yield Supplement Receivables
- ---------------------------------------------------------------
Interest at
Pass-Through Rate Yield
APR Number Total Interest at APR plus 100 b.p. Supplement
Rate of Accounts Balance (APR/12) (Rate/12) Account
___% _____ $________________ $________________ $_________________ ($________)
___% _____ $________________ $________________ $_________________ ($________)
___% _____ $________________ $________________ $_________________ ($________)
___% _____ $________________ $________________ $_________________ ($________)
___% _____ $________________ $________________ $_________________ ($________)
___% _____ $________________ $________________ $_________________ ($________)
E-2
___% _____ $________________ $________________ $_________________ ($________)
TOTAL _____ $________________ $________________ $_________________ ($________)
-------------------------------------------------------------------------------------------------------------------------
Weighted Average Rate _____%
Total Interest Due at APR $_________________
Total Interest Due at Pass-Through plus Servicing Rate $_________________
Total Monthly Yield Supplement Deposit Amount ($_________________)
Maximum Yield Supplement Amount for __________ months $__________
Beginning Yield Supplement Account Balance $__________
plus: Investment Earnings $__________
less: Yield Supplement Deposit Amount $__________
Ending Yield Supplement Account Balance $__________
Release Amount Due Seller $__________
Ending Yield Supplement Account Balance to be Invested $__________
DETERMINATION OF THE SERVICER LETTER OF CREDIT AMOUNT
Number of Contracts -- End of Month................................ (42)_____
Original number of Contracts....................................... (43)_____
Percent of Original Contracts remaining [(42)/(43)x100]............ (44)____%
Original Servicer Letter of Credit Amount.......................... (45)$____
Revised Servicer Letter of Credit Amount [Lesser of [(44)x(45)
or the Ending Pool Balance(1)]..................................... (46)$____
Servicer Letter of Credit Fee [(46)x(0. /12)]..................... (47)$____
Reconciliation of Reserve Fund
Beginning Reserve Fund Balance..................................... (48)$____
Plus: Excess Amounts......................................... (49)$____
Less: Reserve Fund Payments.................................. (50)$____
Reserve Fund Prior to Payments to Certificateholders and Seller.... (51)$____
E-3
Specified Reserve Fund Balance ("SRFB"):
(a) SRFB=$
Unless: average Charge-off Rate for preceding three Collection Periods is
greater than %, or
average Delinquency Percentage for preceding three Collection
Periods is greater than _____%
(b) Then SRFB= % x (1)
(c) Regardless of (a) or (b) above, SRFB must be greater than __________,
but less than __________.
(d) If Class A Certificate Balance is $ or less after giving
effect to distributions, then SRFB must be greater than the amount in
(b) or $ .
Required Reserve Fund Amount........................................ (52)$____
Amount of excess released [(51)-(52)]............................... (53)$____
Ending SRFB to be invested.......................................... (54)$____
Units Amount Percent of Pool
----- ------ ---------------
Delinquent Accounts
Period of Delinquency
30 - 59 days . . . . . . . . . . . _______ $_______ _______%
60 - 89 days . . . . . . . . . . . _______ (A) $_______ _______%
90 days or more . . . . . . . . . . _______ (B) $_______ _______%
Total . . . . . . . . . . . . _______ $_______ _______%
Repossession Inventory . . . . . . . . _______ $_______ _______%
First Second Third Average
Preceding Preceding Preceding of Three
Collection Collection Collection Collection
Period Period Period Periods
---------- ---------- ---------- ----------
Delinquency Percentage [(A)+(B) +
(repossessions)/number of
outstanding Receivables on last
day of preceding Collection
Period] . . . . . . . . . . . . _______% _______% _______% _______%
CHARGE-OFF RATE
Recoveries in respect of
Defaulted Receivables . . . . . $_______ $_______ $_______ $_______
Aggregate Net Losses . . . . . $_______ $_______ $_______ $_______
Aggregate Principal Balance on
last day of preceding Collection
Period . . . . . . . . . . . . $_______ $_______ $_______ $_______
Aggregate Principal Balance on
last day of current Collection
Period . . . . . . . . . . . . $_______ $_______ $_______ $_______
Charge-off Rate %
[Aggregate Net Losses/(x)+(y)]
2 _______% _______% _______% _______%
Proceeds from Insurance and
Dealer Recourse
---------------------------
Proceeds received during the
month from physical damage
insurance . . . . . . . . . . . $_______ $_______ $_______ $_______
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