EX-4.2






Exhibit 4.2


EXECUTION COPY




AMERICAN HONDA RECEIVABLES CORP.,

as Depositor,




CITIBANK, N.A.,

as Owner Trustee




and




CITIGROUP TRUST-DELAWARE, NATIONAL ASSOCIATION,

as Delaware Trustee




 






AMENDED AND RESTATED

TRUST AGREEMENT




Dated May 12, 2009




 






 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE ONE
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. General Definitions
	 	 	1	 
	Section 1.02. Other Definitional Provisions
	 	 	5	 
	Section 1.03. Interpretive Provisions
	 	 	5	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	 
	 	 	 	 
	ORGANIZATION
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Name
	 	 	5	 
	Section 2.02. Office
	 	 	6	 
	Section 2.03. Purposes and Powers
	 	 	6	 
	Section 2.04. Appointment of Owner Trustee and the Delaware Trustee
	 	 	7	 
	Section 2.05. Initial Capital Contribution of Owner Trust Estate
	 	 	7	 
	Section 2.06. Declaration of Trust
	 	 	7	 
	Section 2.07. Liability of Owners
	 	 	8	 
	Section 2.08. Title to Trust Property
	 	 	8	 
	Section 2.09. Situs of Issuer
	 	 	8	 
	Section 2.10. Representations and Warranties of the Depositor
	 	 	8	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	 
	 	 	 	 
	TRUST CERTIFICATES AND TRANSFER OF INTERESTS
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Initial Ownership
	 	 	9	 
	Section 3.02. The Trust Certificates
	 	 	9	 
	Section 3.03. Authentication and Delivery of Trust Certificates
	 	 	10	 
	Section 3.04. Registration of Transfer and Exchange of Trust Certificates
	 	 	10	 
	Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates
	 	 	12	 
	Section 3.06. Persons Deemed Owners
	 	 	12	 
	Section 3.07. Access to List of Certificateholders’ Names and Addresses
	 	 	12	 
	Section 3.08. Maintenance of Office or Agency
	 	 	13	 
	Section 3.09. Appointment of Paying Agent
	 	 	13	 
	Section 3.10. Definitive Trust Certificates
	 	 	13	 
	Section 3.11. Repayment of Trust Certificates
	 	 	14	 
	 
	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	 
	 	 	 	 
	ACTIONS BY OWNER TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Prior Notice to Owners with Respect to Certain Matters
	 	 	14	 






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	 	 	Page
	Section 4.02. Action by Owners with Respect to Certain Matters
	 	 	14	 
	Section 4.03. Action by Owners with Respect to Bankruptcy
	 	 	15	 
	Section 4.04. Restrictions on Owners’ Power
	 	 	15	 
	Section 4.05. Majority Control
	 	 	15	 
	 
	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	 
	 	 	 	 
	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Establishment of Trust Account
	 	 	15	 
	Section 5.02. Application of Trust Funds
	 	 	16	 
	Section 5.03. Method of Payment
	 	 	16	 
	Section 5.04. No Segregation of Monies; No Interest
	 	 	16	 
	Section 5.05. Accounting and Reports to Owners, Internal Revenue Service and Others
	 	 	17	 
	 
	 	 	 	 
	ARTICLE SIX
	 	 	 	 
	 
	 	 	 	 
	AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. General Authority
	 	 	17	 
	Section 6.02. General Duties
	 	 	18	 
	Section 6.03. Action Upon Instruction
	 	 	18	 
	Section 6.04. No Duties Except as Specified in this Agreement or in Instructions
	 	 	19	 
	Section 6.05. No Action Except Under Specified Documents or Instructions
	 	 	19	 
	Section 6.06. Restrictions
	 	 	19	 
	 
	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	 
	 	 	 	 
	CONCERNING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Acceptance of Trusts and Duties
	 	 	19	 
	Section 7.02. Furnishing of Documents
	 	 	21	 
	Section 7.03. Representations and Warranties of the Owner Trustee and the Delaware Trustee
	 	 	21	 
	Section 7.04. Reliance, Advice of Counsel
	 	 	23	 
	Section 7.05. Not Acting in Individual Capacity
	 	 	23	 
	Section 7.06. Owner Trustee and Delaware Trustee Not Liable for Trust Certificates or Receivables

	 	 	23	 
	Section 7.07. Owner Trustee or Delaware Trustee May Own Trust Certificates and Notes
	 	 	24	 
	Section 7.08. Duties of the Delaware Trustee
	 	 	24	 
	 
	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	 
	 	 	 	 
	COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses
	 	 	25	 
	Section 8.02. Indemnification
	 	 	25	 
	Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee
	 	 	25	 






ii









 






	 	 	 	 	 
	 	 	Page
	ARTICLE NINE
	 	 	 	 
	 
	 	 	 	 
	TERMINATION OF TRUST AGREEMENT
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Termination of Trust Agreement
	 	 	26	 
	 
	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	 
	 	 	 	 
	SUCCESSOR AND ADDITIONAL OWNER TRUSTEES
	 	 	 	 
	 
	 	 	 	 
	Section 10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee
	 	 	27	 
	Section 10.02. Resignation or Removal of Owner Trustee or Delaware Trustee
	 	 	27	 
	Section 10.03. Successor Owner Trustee or Delaware Trustee
	 	 	28	 
	Section 10.04. Merger or Consolidation of Owner Trustee or Delaware Trustee
	 	 	29	 
	Section 10.05. Appointment of Co-Trustee or Separate Trustee
	 	 	29	 
	 
	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 11.01. Supplements and Amendments
	 	 	31	 
	Section 11.02. No Legal Title to Owner Trust Estate in Owner
	 	 	32	 
	Section 11.03. Limitations on Rights of Others
	 	 	32	 
	Section 11.04. Notices
	 	 	32	 
	Section 11.05. Severability
	 	 	33	 
	Section 11.06. Separate Counterparts
	 	 	33	 
	Section 11.07. Successors and Assigns
	 	 	33	 
	Section 11.08. No Petition
	 	 	33	 
	Section 11.09. No Recourse
	 	 	33	 
	Section 11.10. Headings
	 	 	33	 
	Section 11.11. Governing Law; Submission to Jurisdiction
	 	 	33	 
	Section 11.12. Trust Certificates Nonassessable and Fully Paid
	 	 	34	 
	Section 11.13. Depositor Payment Obligation
	 	 	34	 
	Section 11.14. Tax Treatment
	 	 	34	 






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	EXHIBITS
	 
	Exhibit A - Form of Trust Certificate
	 	 	A-1	 
	Exhibit B - Form of Seller Certificate
	 	 	B-1	 
	Exhibit C - Form of Investment Letter
	 	 	C-1	 
	Exhibit D - Form of Rule 144A Letter
	 	 	D-1	 






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     This Amended and Restated Trust Agreement, dated May 12, 2009, is between American Honda
Receivables Corp., a California corporation, as depositor (the “Depositor”), Citibank,
N.A., as owner trustee (the “Owner Trustee”) and Citigroup Trust-Delaware, National
Association, as Delaware trustee (the “Delaware Trustee”).



     WHEREAS, Honda Auto Receivables 2009-2 Owner Trust has been created pursuant to a trust
agreement, dated as of April 23, 2009 among the Depositor, the Owner Trustee and the Delaware
Trustee (the “Initial Trust Agreement”); and



     WHEREAS, the parties hereto are entering into this amended and restated trust agreement
pursuant to which, among other things, the Initial Trust Agreement will be amended and restated and
$66,582,876.59, aggregate principal amount of Asset Backed Certificates will be issued;



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



ARTICLE ONE




DEFINITIONS




     Section 1.01. General Definitions. Whenever used herein, unless the context otherwise
requires, the following words and phrases shall have the following meanings:



     “Administration Agreement” means the administration agreement, dated as of May 1,
2009, among the Issuer, the Indenture Trustee, the Depositor and AHFC, as amended or supplemented
from time to time.



     “Administrator” means AHFC, as Administrator under the Administration Agreement, and
its successors in such capacity.



     “Agreement” means this Amended and Restated Trust Agreement, as the same may be
amended and supplemented from time to time.



     “AHFC” means American Honda Finance Corporation, and its successors.



     “AHRC” means American Honda Receivables Corp., and its successors.



     “Applicants” shall have the meaning specified in Section 3.07.



     “Benefit Plan Investor” means (i) an employee benefit plan (as such term is defined in
Section 3(3) of ERISA) whether or not subject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include
assets of a plan described in (i) or (ii) by reason of such plan’s investment in the entity.



 









 





     “Business Day” means any day other than a Saturday, a Sunday or a day on which banking
institutions or trust companies in Los Angeles, California, Wilmington, Delaware or New York, New
York are authorized or obligated by law, regulation, executive order or governmental decree to
remain closed.



     “Certificate Balance” means, with respect to any Trust Certificate, the original
certificate balance of such Trust Certificate minus all payments on such Trust Certificate with
respect to principal.



     “Certificate Distribution Account” means the account established and maintained as
such pursuant to Section 5.01.



     “Certificate of Trust” means the Certificate of Trust filed for the Issuer pursuant to
Section 3810(a) of the Statutory Trust Statute, substantially in the form of Exhibit A to the
Initial Trust Agreement.



     “Certificate Rate” means 0.00% per annum calculated on the basis of a 360 day year of
twelve 30 day months.



     “Certificate Register” and “Certificate Registrar” means the register
maintained and the registrar (or any successor thereto) appointed pursuant to Section 3.04.



     “Certificateholder” or “Holder” means a Person in whose name a Trust
Certificate is registered.



     “Closing Date” means May 12, 2009.



     “Code” means the Internal Revenue Code of 1986, as amended, and Treasury Regulations
promulgated thereunder.



     “Commission” means the Securities and Exchange Commission, and its successors.



     “Corporate Trust Office” means, with respect to the Owner Trustee, the principal
corporate trust office of the Owner Trustee located at Citibank, N.A., 388 Greenwich Street,
14th Floor, New York, New York 10013, Attention: Structured Finance Agency & Trust:
Honda Auto Receivables 2009-2, or at such other address as the Owner Trustee may designate by
notice to the Owners and, the Depositor, or the principal corporate trust office of any successor
Owner Trustee at the address designated by such successor Owner Trustee by notice to the Owners and
the Depositor.



     “Delaware Trustee” means Citigroup Trust-Delaware, National Association, with its
principal place of business in the State of Delaware, not in its individual capacity, but solely as
Delaware Trustee under this Agreement, and any successor Delaware Trustee hereunder.



     “Depositor” means AHRC in its capacity as depositor hereunder.



     “DTC” means The Depository Trust Company, and its successors.



2









 





     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Expenses” means all liabilities, obligations, losses, damages, taxes, claims, actions
and suits, and any and all reasonable out of pocket costs, expenses and disbursements (including
reasonable legal fees and expenses) of any kind and nature whatsoever.



     “Indemnified Parties” means the Owner Trustee and its successors, assigns, agents and
the Delaware Trustee and its successors, assigns, agents, the Paying Agent, the Certificate
Registrar, any authenticating agent and any co-trustee.



     “Indenture” means the indenture dated as of May 1, 2009 between the Issuer and
Deutsche Bank Trust Company Americas, as indenture trustee.



     “Investment Letter” means a letter delivered in connection with the transfer of a
Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit C.



     “Issuer” means the Honda Auto Receivables 2009-2 Owner Trust, and its successors.



     “Opinion of Counsel” means one or more written opinions of counsel, who may be an
employee of or counsel to the Seller, the Depositor or the Servicer, which counsel shall be
acceptable to the Indenture Trustee, the Owner Trustee or each Rating Agency, as applicable.



     “Original Certificate Balance” means $66,582,876.59.



     “Original Contribution Amount” means $1,000.



     “Owner” means each Holder of a Trust Certificate.



     “Owner Trust Estate” means all right, title and interest of the Issuer in and to the
property and rights assigned to the Issuer pursuant to Article Two of the Sale and Servicing
Agreement, all funds on deposit from time to time in the Accounts and the Certificate Distribution
Account, all other property of the Issuer from time to time, including any rights of the Owner
Trustee and the Issuer pursuant to the Sale and Servicing Agreement and the Administration
Agreement and all proceeds of the foregoing.



     “Owner Trustee” means Citibank, N.A., not in its individual capacity but solely as
owner trustee under this Agreement, and any successor Owner Trustee hereunder.



     “Paying Agent” means any paying agent or co-paying agent appointed pursuant to Section
3.09.



     “Payment Date” means the 15th calendar day of each month, commencing June
15, 2009, or if such day is not a Business Day, then the next succeeding Business Day.



3









 





     “Percentage Interest” means, as to any Trust Certificate, (i) the original certificate
balance for such Trust Certificate, as specified on the face thereof, divided by (ii) the Original
Certificate Balance; provided, that in determining whether the Holders of the requisite portion or
percentage of the Trust Certificates have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any other Basic Document, Trust Certificates owned by
the Issuer, any other obligor upon the Certificates, the Seller, the Servicer or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed to be excluded from the Certificate
Balance (unless such Persons own 100% of the Trust Certificates), except that, in determining
whether the Indenture Trustee and Owner Trustee shall be protected in relying on any such request,
demand, authorization, direction, notice, consent or waiver, only Trust Certificates that a
Responsible Officer of the Indenture Trustee and the Owner Trustee have actual knowledge of being
so owned shall be so disregarded. Trust Certificates so owned that have been pledged in good faith
may be regarded as included in the Certificate Balance if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the pledgee’s right so
to act with respect to such Trust Certificates and that the pledgee is not the Issuer, any other
obligor upon the Trust Certificates, the Seller or any Affiliate of any of their respective
Affiliates. Neither the Indenture Trustee nor the Owner Trustee shall incur any liability to any
person in determining whether a pledgee has the right to act with respect to such Trust
Certificates.



     “Rating Agency” has the meaning set forth in the Sale and Servicing Agreement.



     “Record Date” means the day immediately preceding the Payment Date so long as the
securities are in book-entry form, and the last day of the month preceding the Payment Date if the
securities are issued in definitive form.



     “Required Rating” means, with respect to any entity, that such entity (or the parent
of such entity) has a rating of at least BBB+ by Fitch, Inc. or at least BBB- by Standard & Poor’s
Ratings Services, a division of the McGraw-Hill Companies.



     “Rule 144A Letter” means a letter delivered in connection with the transfer of a Trust
Certificate pursuant to Section 3.04(a), substantially in the form attached hereto as Exhibit D.



     “Sale and Servicing Agreement” means the sale and servicing agreement, dated as of May
1, 2009, among the Issuer, the Depositor and AHFC, as servicer, as amended or supplemented from
time to time.



     “Secretary of State” means the Secretary of State of the State of Delaware.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Seller Certificate” means a certificate of transfer delivered in connection with the
transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit
B.



     “Statutory Trust Statute” means Chapter 38 of Title 12 of the Delaware Code, 12
Del.C. § 3801 et seq., as the same may be amended from time to time.



4









 





     “Treasury Regulations” means regulations, including proposed or temporary regulations,
promulgated under the Code. References herein to specific provisions of proposed or temporary
regulations shall include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.



     “Trust Certificate” means a certificate evidencing the beneficial interest of an Owner
in the Trust, substantially in the form of Exhibit A.



     Section 1.02. Other Definitional Provisions.



     (a) Capitalized terms used herein that are not otherwise defined have the meanings ascribed
thereto in the Sale and Servicing Agreement or the Indenture, as the case may be.



     (b) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.



     Section 1.03. Interpretive Provisions.



     (a) For all purposes of this Agreement, except as otherwise expressly provided or unless the
context otherwise requires, (i) terms used herein include, as appropriate, all genders and the
plural as well as the singular, (ii) references to words such as “herein”, “hereof” and the like
shall refer to this Agreement as a whole and not to any particular part, article or section within
this Agreement, (iii) references to a section such as “Section 1.01” and the like shall refer to
the applicable Section of this Agreement, (iv) the term “include”, and all variations thereof shall
mean “include without limitation”, (v) the term “or” shall include “and/or” and (vi) the term
“proceeds” shall have the meaning set forth in the applicable UCC.



     (b) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document are inconsistent
with the meanings of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall control.



ARTICLE TWO




ORGANIZATION




     Section 2.01. Name. The trust created hereby shall be known as the “Honda Auto
Receivables 2009-2 Owner Trust”, in which name the Owner Trustee may conduct the business of the
Issuer, make and execute contracts and other instruments and sue and be sued, to the extent herein
provided.



5









 





     Section 2.02. Office. The Delaware office of the Issuer shall be in care of the
Delaware Trustee at 222 Delaware Avenue, 14th Floor, Wilmington, Delaware 19801, or at such other
address in the State of Delaware as the Delaware Trustee may designate by written notice to the
Owners and the Depositor. The New York, New York office of the Issuer shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in New York as the Owner
Trustee may designate by written notice to the Owners and the Depositor.



     Section 2.03. Purposes and Powers.



     (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and
disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in
furtherance of such purpose to engage in the following ministerial activities:




     (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to
this Agreement and to sell the Notes and the Trust Certificates;




     (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase
the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the
organizational, start-up and transactional expenses of the Trust and to pay the balance to
the Depositor pursuant to the Sale and Servicing Agreement;




     (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate
pursuant to the Indenture and to hold, manage and distribute to the Owners pursuant to the
Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien
of, and remitted to the Trust pursuant to, the Indenture;




     (iv) to enter into and perform its obligations under the Basic Documents to which it is
to be a party;




     (v) to engage in those activities, including entering into agreements, that are
necessary to accomplish the foregoing or are incidental thereto or connected therewith,
including entering into interest rate swap agreements, interest rate cap agreements and
other derivative instruments;




     (vi) subject to compliance with the Basic Documents, to engage in such other activities
as may be required in connection with conservation of the Owner Trust Estate and the making
of distributions to the Owners and the Noteholders; and




     (vii) if so directed by the Administrator, and subject to the Rating Agency Condition,
to enter into one or more Cap Agreements with one or more Cap Counterparties to hedge some
or all of the interest rate risk of the Notes.



     (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall
not engage in any activities, including, without limitation, assuming or incurring any indebtedness
(with the exception of Notes), other than in connection with the foregoing or other than as
required or authorized by the terms of this Agreement or the other Basic Documents.



6









 





     Section 2.04. Appointment of Owner Trustee and the Delaware Trustee. The Depositor
hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have
all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such
appointment. The Depositor hereby appoints the Delaware Trustee as a trustee of the Issuer
effective as of the date hereof, for the sole purpose of satisfying Section 3807(a) of the Delaware
Statutory Trust Statute, and the Delaware Trustee hereby accepts such appointment. The Owner
Trustee may engage, in the name of the Issuer or in its own name on behalf of the Issuer, in the
activities of the Issuer, make and execute contracts on behalf of the Issuer and sue on behalf of
the Issuer.



     Section 2.05. Initial Capital Contribution of Owner Trust Estate. The Depositor
hereby reaffirms its sale, assignment, transfer and conveyance to the Owner Trustee, as of the date
of the Initial Trust Agreement, the sum of $1,000.00 (the “Original Contribution Amount”). The
Owner Trustee hereby reaffirms its receipt in trust from the Depositor, as of the date of the
Initial Trust Agreement, of the Original Contribution Amount, which constituted the initial Owner
Trust Estate and shall be on or before the date hereof deposited in the Certificate Distribution
Account. On the date hereof the Owner Trustee is hereby directed to withdraw the Original
Contribution Amount from the Certificate Distribution Account and transfer such sums to the
Depositor via wire transfer to the Depositor’s account from which the Original Contribution Amount
was received. The Depositor shall pay organizational expenses of the Issuer as they may arise or
shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.



     Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it will
hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the
sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income
therefrom for the use and benefit of the Owners, subject to the obligations of the Issuer under the
Basic Documents. It is the intention of the parties hereto that the Issuer constitute a statutory
trust under the Statutory Trust Statute and that this Agreement constitute the governing instrument
of such statutory trust. It is the intention of the parties hereto that, solely for income and
franchise tax purposes, (i) so long as there is a sole Owner, the Issuer shall be disregarded as an
entity separate from the owner, with the assets of the Issuer being the Receivables and other
assets held by the Issuer, the owner of the Receivables being the sole Owner and the Notes being
non-recourse debt of the sole Owner and (ii) if there is more than one Owner, the Issuer shall be
treated as a partnership for income and franchise tax purposes, with the assets of the partnership
being the Receivables and other assets held by the Issuer and with the partners of the partnership
being the Owners and the Notes being debt of the partnership. The parties agree that, unless
otherwise required by appropriate tax authorities, the Issuer will file or cause to be filed annual
or other necessary returns, reports and other forms consistent with the characterization of the
Issuer as provided in the preceding sentence for such tax purposes. Effective as of the date
hereof, the Owner Trustee and the Delaware Trustee, as applicable, shall have all rights, powers
and duties set forth herein and in the Statutory Trust Statute for the sole purpose and to the
extent necessary to accomplish the purpose of the Issuer as set forth in Section 2.03(a).



7









 





     Section 2.07. Liability of Owners. The Owners shall be entitled to the same
limitation of personal liability extended to stockholders of private corporations for profit
organized under the general corporation law of the State of Delaware.



     Section 2.08. Title to Trust Property. Legal title to the Owner Trust Estate shall be
vested at all times in the Issuer as a separate legal entity except where applicable law in any
jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.



     Section 2.09. Situs of Issuer. The Issuer will be located in the State of Delaware.
All bank accounts maintained by the Owner Trustee on behalf of the Issuer shall be located in the
states of Delaware or New York. The Issuer shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from
having employees within or without the State of Delaware. Payments will be received by the Issuer
only in, and payments will be made by the Issuer only from, the states of Delaware or New York.
The only offices of the Issuer will be at the Corporate Trust Office and at the office of the
Delaware Trustee, located at 222 Delaware Avenue, 14th Floor, Wilmington, Delaware
19801.



     Section 2.10. Representations and Warranties of the Depositor. The Depositor hereby
represents and warrants to the Owner Trustee and Delaware Trustee that:



     (a) The Depositor has been duly organized and is validly existing as a corporation in good
standing under the laws of the State of California, with power and authority to own its properties
and to conduct its business as such properties are currently owned and such business is presently
conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own
and sell the Receivables.



     (b) The Depositor is duly qualified to do business as a foreign corporation in good standing,
and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership
or lease of its property or the conduct of its business shall require such qualifications.



     (c) The Depositor has the power and authority to execute and deliver this Agreement and to
carry out its terms; the Depositor has full power and authority to sell and assign the property to
be sold and assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and
the Depositor has duly authorized such sale and assignment and deposit to the Issuer by all
necessary corporate action; and the execution, delivery and performance of this Agreement have been
duly authorized by the Depositor by all necessary corporate action.



     (d) This Agreement constitutes a legal, valid and binding obligation of the Depositor,
enforceable in accordance with its terms, except as such enforceability may be subject to or
limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance
or other similar laws affecting the enforcement of creditors’ rights in general and by general
principles of equity, regardless of whether such enforceability shall be considered in a proceeding
in equity or in law.



8









 





     (e) The execution, delivery and performance by the Depositor of this Agreement and the
consummation of the transactions contemplated by this Agreement and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the articles of incorporation
or bylaws of the Depositor, or conflict with or violate any of the material terms or provisions of,
or constitute (with or without notice or lapse of time) a default under, any indenture, agreement
or other instrument to which the Depositor is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to the terms of any such
indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate
any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to
the Depositor of any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Depositor or its properties; which
breach, default, conflict, lien or violation would have a material adverse effect on the earnings,
business affairs or business prospects of the Depositor.



     (f) There are no proceedings or investigations pending or, to the Depositor’s knowledge,
threatened, before any court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the
consummation of any of the transactions contemplated by this Agreement or (iii) seeking any
determination or ruling that might materially and adversely affect the performance by the Depositor
of its obligations under, or the validity or enforceability of, this Agreement.



ARTICLE THREE




TRUST CERTIFICATES AND TRANSFER OF INTERESTS




     Section 3.01. Initial Ownership. Upon the formation of the Issuer by the contribution
by the Depositor pursuant to Section 2.05 and until the issuance of the Trust Certificates, the
Depositor shall be the sole beneficiary of the Issuer.



     Section 3.02. The Trust Certificates. The Trust Certificates shall be issued in
minimum denominations of $100,000 and integral multiples thereof; provided, however, that one Trust
Certificate may be issued in such denomination as required to include any residual amount. The
Trust Certificates shall be executed by the Owner Trustee on behalf of the Issuer by manual or
facsimile signature of an authorized officer of the Owner Trustee and shall have deemed to have
been validly issued when so executed and authenticated (as set forth in Section 3.03 below). Trust
Certificates bearing the manual or facsimile signatures of individuals who were, at the time when
such signatures were affixed, authorized to sign on behalf of the Owner Trustee, shall be validly
issued and binding obligations of the Issuer and entitled to the benefit of this Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to
the authentication and delivery of such Trust Certificates or did not hold such offices at the date
of authentication and delivery of such Trust Certificates.



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     A transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to
the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s
acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section
3.04.



     Section 3.03. Authentication and Delivery of Trust Certificates. On the Closing Date,
the Owner Trustee shall cause to be authenticated and delivered upon the order of the Depositor, in
exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale,
assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the
Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly
authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the
Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust
Certificate shall entitle its Holder to any benefit under this Agreement, or be valid for any
purpose, unless there shall appear on such Trust Certificate a certificate of authentication
substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s
authenticating agent, by manual signature; and such authentication shall constitute conclusive
evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder.
All Trust Certificates shall be dated the date of their authentication. Upon issuance,
authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled
to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to
authentication by the Owner Trustee, such reference shall include authentication by the Owner
Trustee and/or authentication by a party appointed to act as the authenticating agent of the Owner
Trustee. Citibank, N.A. shall act as initial authenticating agent.



     Section 3.04. Registration of Transfer and Exchange of Trust Certificates.



     (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 3.08, a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, it shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. Citibank, N.A. shall act as
initial Certificate Registrar. The Owner Trustee may appoint an agent to act as Certificate
Registrar. Upon any resignation of the Certificate Registrar, the Owner Trustee shall promptly
appoint a successor thereto.



     The Trust Certificates have not been registered under the Securities Act or listed on any
securities exchange. No transfer of a Trust Certificate shall be made unless such transfer is made
pursuant to an effective registration statement under the Securities Act and any applicable state
securities laws or is exempt from the registration requirements under the Securities Act and such
state securities laws. In the event that a transfer is to be made in reliance upon an exemption
from the Securities Act and state securities laws, in order to assure compliance with the
Securities Act and such laws, the Holder desiring to effect such transfer and such Holder’s
prospective transferee shall each certify to the Issuer in writing the facts surrounding the
transfer in the form of a Seller Certificate and Investment Letter or a Rule 144A Letter. Except
in the case of a transfer as to which the proposed transferee has provided a Rule 144A Letter,
there shall also be delivered to the Issuer an Opinion of Counsel that such transfer may be made
pursuant to an exemption from the Securities Act and an Opinion of Counsel or memorandum of



10









 







law that such transfer may be made pursuant to an exemption from state securities laws, which
Opinion(s) of Counsel and memorandum of law shall not be an expense of the Issuer or the Owner
Trustee. The Depositor shall provide to any Holder of a Trust Certificate and any prospective
transferee designated by any such Holder, information regarding the Trust Certificates and the
Receivables and such other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without
registration thereof under the Securities Act pursuant to the registration exemption provided by
Rule 144A. Each Holder of a Trust Certificate desiring to effect such a transfer shall, and does
hereby agree to, indemnify the Issuer, the Owner Trustee and the Depositor against any liability
that may result if the transfer is not so exempt or is not made in accordance with federal and
state securities laws. The Owner Trustee on behalf of the Issuer shall cause each Trust
Certificate to contain a legend in the form set forth on the form of Trust Certificate attached
hereto as Exhibit A.



     (b) Upon surrender for registration of transfer of any Trust Certificate at the office of the
Certificate Registrar and subject to the satisfaction of the preceding paragraph, the Owner Trustee
shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate
and deliver), in the name of the designated transferee or transferees, one or more new Trust
Certificates in authorized denominations of a like aggregate original certificate balance dated the
date of authentication by the Owner Trustee or any authenticating agent; provided that prior to
such execution, authentication and delivery, the Owner Trustee shall have received an Opinion of
Counsel to the effect that the proposed transfer will not cause the Issuer to be characterized, as
an association (or a publicly traded partnership) taxable as a corporation or alter the tax
characterization of the Notes for federal income tax purposes. At the option of a Holder, Trust
Certificates may be exchanged for other Trust Certificates of authorized denominations of a like
aggregate original certificate balance upon surrender of the Trust Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.08.



     (c) At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust
Certificates in authorized denominations of a like aggregate original certificate balance upon
surrender of the Trust Certificates to be exchanged at the office of the Certificate Registrar.
Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the
Issuer shall execute, authenticate and deliver (or shall cause its authenticating agent to
authenticate and deliver) the Trust Certificates that the Certificateholder making the exchange is
entitled to receive. Every Trust Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the
Owner Trustee and the Certificate Registrar duly executed by the Holder or such Holder’s attorney
duly authorized in writing.



     (d) No service charge shall be made for any registration of transfer or exchange of Trust
Certificates, but the Owner Trustee (or the Paying Agent) may require payment of a sum sufficient
to cover any tax or governmental charge that may be imposed in connection with any transfer or
exchange of Trust Certificates.



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     (e) The Trust Certificates may not be acquired or held by or for the account of a Benefit Plan
Investor. No transfer of a Trust Certificate shall be made unless the prospective transferee has
certified to the Issuer in writing that it is not a Benefit Plan Investor.



     (f) All Trust Certificates surrendered for registration of transfer or exchange, if
surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement,
shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the
Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this Agreement. The Owner
Trustee shall dispose of cancelled Trust Certificates in accordance with its normal practice.



     (g) The preceding provisions of this Section notwithstanding, the Owner Trustee shall not
make, and the Certificate Registrar shall not register transfers or exchanges of, Trust
Certificates for a period of 15 days preceding the due date for any payment with respect to the
Trust Certificates.



     Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (i) any
mutilated Trust Certificate is surrendered to the Certificate Registrar, or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust
Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to a Responsible Officer of the Owner Trustee that such Trust Certificate has
been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute and
the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate in
an authorized denomination and of a like original certificate balance. In connection with the
issuance of any new Trust Certificate under this Section, the Owner Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Certificate issued pursuant to this Section shall constitute
conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Trust Certificate shall be found at any time.



     Section 3.06. Persons Deemed Owners. Prior to due presentation of a Trust Certificate
for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and
any of their respective agents may treat the Person in whose name any Trust Certificate is
registered as the owner of such Trust Certificate for the purpose of receiving distributions
pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any
notice to the contrary.



     Section 3.07. Access to List of Certificateholders’ Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor,
within 15 days after receipt by the Certificate Registrar of a written request therefor from the
Servicer or the Depositor, a list, in such form as the Servicer or the Depositor may reasonably
require, of the names and addresses of the Certificateholders as of the most recent Record Date.
If three or more Certificateholders, or one or more Certificateholders evidencing not less than



12









 




51% of the Percentage Interests of the Trust Certificates (hereinafter referred to as the
“Applicants”), apply in writing to the Certificate Registrar, and such application states that the
Applicants desire to communicate with other Certificateholders with respect to their rights under
this Agreement or under the Trust Certificates, then the Certificate Registrar shall, within five
Business Days after the receipt of such application, afford such Applicants access during normal
business hours to the current list of Certificateholders. Each Holder, by receiving and holding a
Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate
Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.




     Section 3.08. Maintenance of Office or Agency. The Trust shall maintain an office or
offices or agency or agencies where Trust Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Owner Trustee or its agent in
respect of the Trust Certificates and the Basic Documents may be served. The Owner Trustee
initially designates 388 Greenwich Street, 14th Floor, New York, New York 10013, as its
office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and
to the Certificateholders of any change in the location of the Certificate Register or any such
office or agency.



     Section 3.09. Appointment of Paying Agent. The Paying Agent shall make distributions
to Certificateholders from the Certificate Distribution Account pursuant to Sections 5.02 and 5.03
and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall
have the revocable power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying
Agent shall have failed to perform its obligations under this Agreement in any material respect.
Citibank, N.A. shall act as the initial Paying Agent. Each Paying Agent shall be permitted to
resign as Paying Agent upon 30 days’ written notice to the Owner Trustee. In the event that
Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to
act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such
successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and
deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such
sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds
to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all
funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04, 8.01
and 8.02 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the
Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent
appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.



     Section 3.10. Definitive Trust Certificates. The Trust Certificates, upon original
issuance, will be issued in definitive, fully registered form.



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     Section 3.11. Repayment of Trust Certificates. In the event of an optional purchase
pursuant to Section 8.01 (a) of the Sale and Servicing Agreement, the Trust Certificates will be
prepaid in whole, but not in part, at an aggregate prepayment price equal to the aggregate
Certificate Balance of all the Trust Certificates plus accrued interest thereon at the Certificate
Rate.



ARTICLE FOUR




ACTIONS BY OWNER TRUSTEE




     Section 4.01. Prior Notice to Owners with Respect to Certain Matters. Subject to the
provisions and limitations of Section 4.04, with respect to the following matters, the Owner
Trustee shall not take action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners
shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is
given that such Owners have withheld consent or provided alternative direction:



     (a) the initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought in
connection with the collection of the Receivables) and the compromise of any action, claim or
lawsuit brought by or against the Issuer (except with respect to the aforementioned claims or
lawsuits for collection of the Receivables);



     (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such
amendment is required to be filed under the Statutory Trust Statute);



     (c) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is required;



     (d) the amendment of the Indenture by a supplemental indenture in circumstances where the
consent of any Noteholder is not required and such amendment materially adversely affects the
interests of the Owners;



     (e) the amendment, change or modification of the Administration Agreement, except to cure any
ambiguity or to amend or supplement any provision in a manner or add any provision that would not
materially adversely affect the interests of the Owners; or



     (f) the appointment pursuant to the Indenture of a successor Note Registrar, paying agent for
the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar,
or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or
Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.



     Section 4.02. Action by Owners with Respect to Certain Matters. Subject to the
provisions and limitations of Section 4.04, the Owner Trustee shall not have the power, except upon
the direction of the Owners, to (i) remove the Administrator pursuant to Section 1.09 of the
Administration Agreement, (ii) appoint a successor Administrator pursuant to Section 1.09 of the
Administration Agreement, (iii) remove the Servicer pursuant to Section 7.01 of the Sale and



14









 







Servicing Agreement, (iv) except as expressly provided in the Basic Documents, sell the Receivables
after the termination of the Indenture, or (v) authorize the merger or consolidation of the Issuer
with or into any other statutory trust or entity (other than in accordance with Section 3.10 of the
Indenture). The Owner Trustee shall take the actions referred to in the preceding sentence only
upon written instructions signed by the Owners.



     Section 4.03. Action by Owners with Respect to Bankruptcy. The Owner Trustee shall
not have the power to commence a voluntary proceeding in bankruptcy relating to the Issuer without
the unanimous prior approval of all Owners (including the Depositor) and the delivery to the Owner
Trustee by each such Owner of a certificate certifying that such Owner reasonably believes that the
Issuer is insolvent.



     Section 4.04. Restrictions on Owners’ Power. The Owners shall not direct the Owner
Trustee to take or to refrain from taking any action if such action or inaction would be contrary
to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic
Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03, nor shall
the Owner Trustee be obligated to follow any such direction, if given.



     Section 4.05. Majority Control. Except as expressly provided herein, any action that
may be taken by the Owners under this Agreement may be taken by the Holders of Trust Certificates
evidencing not less than a majority of the Percentage Interests evidenced by the Trust
Certificates. Except as expressly provided herein, any written notice of the Owners delivered
pursuant to this Agreement shall be effective if signed by Holders of Trust Certificates evidencing
not less than a majority of the Percentage Interests evidenced by the Trust Certificates at the
time of the delivery of such notice.



ARTICLE FIVE




APPLICATION OF TRUST FUNDS; CERTAIN DUTIES




     Section 5.01. Establishment of Trust Account. The Owner Trustee, for the benefit of
the Certificateholders, shall establish and maintain (or shall cause to be established and
maintained) in the name of the Issuer an Eligible Account (the “Certificate Distribution
Account”), bearing a designation clearly indicating that the funds deposited therein are held
for the benefit of the Certificateholders.



     The Issuer shall possess all right, title and interest in funds on deposit from time to time
in the Certificate Distribution Account and in the proceeds thereof. Except as otherwise expressly
provided herein, the Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate
Distribution Account ceases to be an Eligible Account, the Owner Trustee (or the Depositor on
behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner
Trustee or an Affiliate thereof) shall within ten Business Days (or such longer period, not to
exceed 30 calendar days, as to which may be satisfactory to each Rating Agency) establish a new
Certificate Distribution Account as an Eligible Account and shall transfer any
cash and/or any investments to such new Certificate Distribution
Account. Monies on deposit in



15









 







the Certificate Distribution Account may be invested in Eligible Investments upon the terms set
forth in Section 4.01 of the Sale and Servicing Agreement, as if the Certificate Distribution
Account were an “Account”. Earnings on investments of funds in the Certificate Distribution
Account shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and
investment expenses shall be charged against the funds in such account.



     Section 5.02. Application of Trust Funds.



     (a) On each Payment Date, the Paying Agent will distribute to Certificateholders, on the basis
of the Percentage Interest evidenced by their Trust Certificates, amounts deposited in the
Certificate Distribution Account pursuant to Section 4.06 of the Sale and Servicing Agreement with
respect to such Payment Date.



     (b) On each Payment Date, the Paying Agent shall send to each Certificateholder the statement
or statements provided to the Owner Trustee by the Servicer pursuant to Section 4.10 of the Sale
and Servicing Agreement with respect to such Payment Date.



     (c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations
of income) to an Owner, such tax shall reduce the amount otherwise distributable to the Owner in
accordance with this Section. The Paying Agent will retain from amounts otherwise distributable to
the Owners sufficient funds for the payment of any tax that is legally owed by the Issuer (but such
authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any such tax
in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the
outcome of such proceedings) upon the written direction of the Depositor. The amount of any
withholding tax imposed with respect to an Owner shall be treated as cash distributed to such Owner
at the time it is withheld by the Issuer and remitted to the appropriate taxing authority. If
there is a possibility that withholding tax is payable with respect to a distribution, the Paying
Agent may in its sole discretion withhold such amounts in accordance with this paragraph (c).



     Section 5.03. Method of Payment. Subject to Section 9.01(c) respecting the final
payment upon retirement of each Trust Certificate, distributions required to be made to
Certificateholders on any Payment Date shall be made to each Certificateholder of record on the
related Record Date by wire transfer, in immediately available funds, to the account of such Holder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at least five Business
Days prior to such Payment Date, or, if not, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register.



     Section 5.04. No Segregation of Monies; No Interest. Subject to Sections 5.01 and
5.02, monies received by the Owner Trustee or the Paying Agent hereunder need not be segregated in
any manner except to the extent required by law or the Sale and Servicing Agreement and may be
deposited under such general conditions as may be prescribed by law, and neither the Owner Trustee
nor the Paying Agent shall be liable for any interest thereon.



16









 





     Section 5.05. Accounting and Reports to Owners, Internal Revenue Service and Others.
The Owner Trustee shall maintain (or cause to be maintained) the books of the Issuer on a fiscal
year basis ending March 31 of each year and the accrual method of accounting. In addition, the
Issuer shall deliver to each Owner such information, reports or statements prepared by the
Administrator as may be required by the Code and applicable Treasury Regulations and as may be
required to enable each Owner to prepare its federal and state income tax returns. Consistent with
the Issuer’s characterization for tax purposes, as disregarded as an entity separate from the
Owner, no federal income tax return shall be filed on behalf of the Issuer unless either (i) the
Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law
occurring after the date hereof, the Code requires such a filing or (ii) the Internal Revenue
Service shall determine that the Issuer is required to file such a return. Neither the Owner
Trustee nor any Certificateholder will, under any circumstances, and at any time, make an election
on IRS Form 8832 or otherwise, to classify the Trust as an association taxable as a corporation for
federal, state or any other applicable tax purpose. In the event that the Issuer is required to
file tax returns, the Owner Trustee shall, to the extent not undertaken by the Administrator
pursuant to the Administration Agreement, prepare or shall cause to be prepared any tax returns
required to be filed by the Issuer and shall remit such returns to the Depositor (or if the
Depositor no longer owns any Certificates, the Owner designated for such purpose by the Depositor
to the Owner Trustee in writing) at least five days before such returns are due to be filed. The
Depositor (or such designee Owner, as applicable) shall promptly sign such returns and deliver such
returns after signature to the Owner Trustee and such returns shall be filed by the Owner Trustee
with the appropriate tax authorities. In no event shall the Owner Trustee or the Depositor (or
such designee Owner, as applicable) be liable for any liabilities, costs or expenses of the Issuer
or the Noteholders arising out of the application of any tax law, including federal, state, foreign
or local income or excise taxes or any other tax imposed on or measured by income (or any interest,
penalty or addition with respect thereto or arising from a failure to comply therewith) except for
any such liability, cost or expense attributable to any act or omission by the Owner Trustee or the
Depositor (or such designee Owner, as applicable), as the case may be, in breach of its obligations
under this Agreement.



     The Depositor is authorized and directed to execute on behalf of the Issuer, and after
execution to deliver to the Administrator for filing with the Commission, all documents and forms
required to be filed in accordance with applicable law or the rules and regulations prescribed by
the Commission.



ARTICLE SIX




AUTHORITY AND DUTIES OF OWNER TRUSTEE




     Section 6.01. General Authority. Subject to the provisions and limitations of
Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute and deliver the
Basic Documents to which the Issuer is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the Issuer is to be a
party and any amendment or other agreement, as evidenced conclusively by the Owner Trustee’s
execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be
obligated, to take all actions required of the Issuer pursuant to the Basic Documents. The Owner
Trustee is



17









 




further authorized from time to time to take such action as the Administrator recommends with
respect to the Basic Documents.




     Section 6.02. General Duties. Subject to the provisions and limitations of Sections
2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge (or cause to be discharged)
all of its responsibilities pursuant to the terms of this Agreement and the other Basic Documents
to which the Issuer is a party and to administer the Issuer in the interest of the Owners, subject
to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding
the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the other Basic Documents to the extent the Administrator has agreed in the
Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder
or under any Basic Document, and the Owner Trustee shall not be held liable for the default or
failure of the Administrator to carry out its obligations under the Administration Agreement.



     Section 6.03. Action Upon Instruction.



     (a) Subject to Article Four, in accordance with the terms of the Basic Documents, the Owners
may by written instruction direct the Owner Trustee in the management of the Issuer. Such
direction may be exercised at any time by written instruction of the Owners pursuant to Article
Four.



     (b) The Owner Trustee shall not be required to take any action hereunder or under any other
Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by
counsel, that such action is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law.



     (c) Whenever the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or under any other Basic Document, the Owner
Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances)
to the Owners requesting instruction as to the course of action to be adopted, and to the extent
the Owner Trustee acts in good faith in accordance with any written instruction of the Owners
received, the Owner Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within ten days of such notice (or
within such shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Agreement and the other Basic Documents, as it shall
deem to be in the best interests of the Owners, and shall have no liability to any Person for such
action or inaction.



     (d) In the event that the Owner Trustee is unsure as to the application of any provision of
this Agreement or any other Basic Document or any such provision is ambiguous as to its
application, or is, or appears to be, in conflict with any other applicable provision, or in the
event that this Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take with respect to a



18









 







particular set of facts, the Owner Trustee may give notice (in such form as shall be
appropriate under the circumstances) to the Owners requesting instruction and, to the extent that
the Owner Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such action or inaction,
to any Person. If the Owner Trustee shall not have received appropriate instruction within ten
days of such notice (or within such shorter period of time as reasonably may be specified in such
notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or
refrain from taking such action not inconsistent with this Agreement or the other Basic Documents,
as it shall deem to be in the best interests of the Owners, and shall have no liability to any
Person for such action or inaction.



     Section 6.04. No Duties Except as Specified in this Agreement or in Instructions. The
Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to,
register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise
take or refrain from taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this
Agreement or in any document or written instruction received by the Owner Trustee pursuant to
Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other
Basic Document against the Owner Trustee. The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Commission filing for the Issuer or to record this Agreement or any other Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens (other than the lien of the
Indenture) on any part of the Owner Trust Estate that result from actions by, or claims against,
the Owner Trustee that are not related to the ownership or the administration of the Owner Trust
Estate.



     Section 6.05. No Action Except Under Specified Documents or Instructions. The Owner
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the
Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred
upon the Owner Trustee pursuant to this Agreement, (ii) the Basic Documents and (iii) any document
or instruction delivered to the Owner Trustee pursuant to Section 6.03.



     Section 6.06. Restrictions. The Owner Trustee shall not take any action (i) that is
inconsistent with the purposes of the Issuer set forth in Section 2.03 or (ii) that, to the actual
knowledge of the Owner Trustee, would result in the Issuer’s becoming taxable as a corporation for
federal or state income tax purposes. The Owners shall not direct the Owner Trustee to take action
that would violate the provisions of this Agreement.



ARTICLE SEVEN




CONCERNING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE




     Section 7.01. Acceptance of Trusts and Duties. Each of the Owner Trustee and the
Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties



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hereunder with respect to such trusts, but only upon the terms of this Agreement. Each of the
Owner Trustee and the Delaware Trustee also agrees to disburse all monies actually received by it
constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic
Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable
hereunder or under any other Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the
Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):




     (a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of
judgment made in good faith by the Owner Trustee or the Delaware Trustee;



     (b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any
action taken or omitted to be taken by it in accordance with the instructions of the Administrator
or any Owner or Owners;



     (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee
or the Delaware Trustee to expend or risk funds or otherwise incur any financial liability in the
performance of any of its rights or powers hereunder or under any other Basic Document if the Owner
Trustee or the Delaware Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured or provided to
it;



     (d) under no circumstances shall the Owner Trustee or the Delaware Trustee be liable for
indebtedness evidenced by or arising under any Basic Document, including the principal of and
interest on the Notes or the Trust Certificates;



     (e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect
of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor
or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust
Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the
certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the
Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any
Noteholder or to any Owner, other than as expressly provided for in the Basic Documents;



     (f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or
misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer
under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall
have any obligation or liability to perform the obligations of the Issuer under this Agreement or
the other Basic Documents that are required to be performed by the Administrator under the
Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller
under the Sale and Servicing Agreement or any other Person under any of the Basic Documents; and



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     (g) neither the Owner Trustee nor the Delaware Trustee shall be under any obligation to
exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this Agreement or any
other Basic Document, at the request, order or direction of any of the Owners, unless such Owners
have offered to the Owner Trustee and the Delaware Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the Owner Trustee and the
Delaware Trustee therein or thereby; the right of the Owner Trustee and the Delaware Trustee to
perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not
be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable
for other than its gross negligence, bad faith or willful misconduct in the performance of any such
act.



     Section 7.02. Furnishing of Documents.



     The Owner Trustee shall furnish to the Owners, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial
statements and any other instruments furnished to the Owner Trustee under the Basic Documents.



     Section 7.03. Representations and Warranties of the Owner Trustee and the Delaware
Trustee. (1) The Owner Trustee hereby represents and warrants to the Depositor and the Owners,
that:



     (a) it is a national banking association duly organized and validly existing under the laws of
the United States of America; it has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement;



     (b) it has taken all corporate action necessary to authorize the execution and delivery by it
of this Agreement, and this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf; and



     (c) neither the execution nor the delivery by it of this Agreement, nor the consummation by it
of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions
hereof will contravene any federal or New York governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute
any default under its charter documents or bylaws; and



     (d) this Agreement constitutes a legal, valid and binding obligation of the Owner Trustee,
enforceable against the Owner Trustee in accordance with its terms, except as such enforceability
may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation,
fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in
general and by general principles of equity, regardless of whether such enforceability shall be
considered in a proceeding in equity or in law; and



     (e) the execution, delivery and performance by the Owner Trustee of this Agreement and the
consummation of the transactions contemplated by this Agreement and the fulfillment of



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the terms hereof do not conflict with, result in any breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default under, the charter documents
or bylaws of the Owner Trustee; nor result in the creation or imposition of any Lien upon any of
its properties pursuant to the terms of any such indenture, agreement or other instrument (other
than pursuant to the Basic Documents); and



     (f) there are no proceedings or investigations pending or, to the Owner Trustee’s actual
knowledge, threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Owner Trustee or its properties: (i)
asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might
materially and adversely affect the performance by the Owner Trustee of its obligations under, or
the validity or enforceability of, this Agreement.



     (2) The Delaware Trustee hereby represents and warrants to the Depositor and the Owners that:



     (a) it is a national banking association duly organized and validly existing under the laws of
the United States of America; it has all requisite corporate power and authority to execute,
deliver and perform its obligations under this Agreement;



     (b) it has taken all corporate action necessary to authorize the execution and delivery by it
of this Agreement, and this Agreement will be executed and delivered by one of its officers who is
duly authorized to execute and deliver this Agreement on its behalf; and



     (c) neither the execution nor the delivery by it of this Agreement, nor the consummation by it
of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions
hereof will contravene any federal or Delaware law, governmental rule or regulation governing the
banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or
constitute any default under its charter documents or bylaws; and



     (d) this Agreement constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against the Delaware Trustee in accordance with its terms, except as such
enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’
rights in general and by general principles of equity, regardless of whether such enforceability
shall be considered in a proceeding in equity or in law; and



     (e) the execution, delivery and performance by the Delaware Trustee of this Agreement and the
consummation of the transactions contemplated by this Agreement and the fulfillment of the terms
hereof do not conflict with, result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under, the charter documents or
bylaws of the Delaware Trustee; nor result in the creation or imposition of any Lien upon any of
its properties pursuant to the terms of any such indenture, agreement or other instrument (other
than pursuant to the Basic Documents); and



22









 





     (f) there are no proceedings or investigations pending or, to the Delaware Trustee’s actual
knowledge, threatened, before any court, regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Delaware Trustee or its properties: (i)
asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might
materially and adversely affect the performance by the Delaware Trustee of its obligations under,
or the validity or enforceability of, this Agreement.



     Section 7.04. Reliance, Advice of Counsel.



     (a) The Owner Trustee and the Delaware Trustee shall incur no liability to anyone in acting
upon any signature, instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee or the Delaware Trustee may accept a
certified copy of a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the method of determination of which is
not specifically prescribed herein, the Owner Trustee and the Delaware Trustee may for all purposes
hereof rely on a certificate, signed by the president or any vice president or by the treasurer or
other authorized officers of the relevant party, as to such fact or matter, and such certificate
shall constitute full protection to the Owner Trustee or the Delaware Trustee, for any action taken
or omitted to be taken by it in good faith in reliance thereon.



     (b) In the exercise or administration of the trusts hereunder and in the performance of its
duties and obligations under this Agreement and the other Basic Documents, the Owner Trustee and
the Delaware Trustee (i) may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them, and the Owner Trustee and the Delaware Trustee shall not be liable
for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have
been selected by the Owner Trustee or the Delaware Trustee with reasonable care, and (ii) may
consult with counsel, accountants and other skilled persons to be selected with reasonable care and
employed by it. The Owner Trustee and the Delaware Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written opinion or advice of any
such counsel, accountants or other such persons and not contrary to this Agreement or any other
Basic Document.



     Section 7.05. Not Acting in Individual Capacity. Except as otherwise provided in this
Article, in accepting the trusts hereby created, each of Citibank, N.A. and Citigroup
Trust-Delaware, National Association, acting solely as Owner Trustee and Delaware Trustee,
respectively, hereunder and not in its individual capacity, and all Persons having any claim
against the Owner Trustee or the Delaware Trustee by reason of the transactions contemplated by
this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or
satisfaction thereof.



     Section 7.06. Owner Trustee and Delaware Trustee Not Liable for Trust Certificates or
Receivables. The recitals contained herein and in the Trust Certificates (other than the
signature of the Owner Trustee and the certificate of authentication on the Trust Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee and the Delaware Trustee
assume no



23









 







responsibility for the correctness thereof. The Owner Trustee and the Delaware Trustee make
no representations as to the validity or sufficiency of this Agreement, any other Basic Document or
the Trust Certificates (other than the signature of the Owner Trustee and the certificate of
authentication on the Trust Certificates and the representations and warranties in Section 7.03) or
the Notes, or of any Receivable or related documents. The Owner Trustee and the Delaware Trustee
shall at no time have any responsibility or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and
priority, or for or with respect to the sufficiency of the Owner Trust Estate or its ability to
generate the payments to be distributed to Certificateholders under this Agreement or the
Noteholders under the Indenture, including, without limitation, the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record thereof; the validity of
the assignment of any Receivable to the Issuer or of any intervening assignment; the completeness
of any Receivable; the performance or enforcement of any Receivable; the compliance by the
Depositor or the Servicer with any warranty or representation made under any Basic Document or in
any related document or the accuracy of any such warranty or representation, or any action of the
Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the
Owner Trustee.



     Section 7.07. Owner Trustee or Delaware Trustee May Own Trust Certificates and Notes.
Each of the Owner Trustee and the Delaware Trustee in its individual or any other capacity may
become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights
as it would have if it were not Owner Trustee or the Delaware Trustee, respectively.



     Section 7.08. Duties of the Delaware Trustee. The Delaware Trustee is appointed to
serve as the trustee of the Trust in the State of Delaware for the sole purpose of satisfying the
requirement of Section 3807(a) of the Delaware Act that the Trust have at least one trustee with a
principal place of business in Delaware. It is understood and agreed by the parties hereto that
the Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. The duties
of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the
State of Delaware and (b) the execution of any certificates required to be filed with the Secretary
of State of the State of Delaware which the Delaware Trustee is required to execute under Section
3811 of the Delaware Act. To the extent that, at law or in equity, the Delaware Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust, the beneficial owners
thereof or any other person, it is hereby understood and agreed by the other parties hereto that
such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee
expressly set forth in this Section 7.08. The Delaware Trustee shall have all the rights,
privileges and immunities of the Owner Trustee.



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ARTICLE EIGHT

COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE




     Section 8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses. Each of the
Owner Trustee and the Delaware Trustee shall receive as compensation for its services hereunder
such fees as have been separately agreed upon before the date hereof between the Depositor and the
Owner Trustee and the Delaware Trustee, respectively, and upon the formation of the Issuer, each of
the Owner Trustee and the Delaware Trustee shall be entitled to be reimbursed by the Issuer for its
other reasonable expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as each of the Owner Trustee and
the Delaware Trustee may employ in connection with the exercise and performance of its rights and
its duties hereunder.



     Section 8.02. Indemnification. The Issuer shall, or shall cause the Administrator to,
indemnify each Indemnified Party and its respective officers, directors, employees and agents
against any and all loss, liability or expense (including reasonable attorney’s fees and expenses)
incurred by it in connection with the administration of the Issuer and the performance of its
duties hereunder not resulting from its own willful misconduct, gross negligence or bad faith. The
Indemnified Party shall notify the Issuer and the Administrator promptly of any claim for which it
may seek indemnity. The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee, the Delaware Trustee or the termination of this Agreement. In
the event of any claim, action or proceeding for which indemnity will be sought pursuant to this
Section, the Owner Trustee’s or the Delaware Trustee’s choice of legal counsel shall be subject to
the approval of the Depositor (or if the Depositor is no longer an owner, the designee of the
Depositor), which approval shall not be unreasonably withheld. Neither the Issuer nor the
Administrator need reimburse any expense or indemnify against any loss, liability or expense
incurred by any Indemnified Party (1) through such party’s own willful misconduct, gross negligence
or bad faith or (2) in the case of the inaccuracy of any representation or warranty contained in
Sections 7.03 expressly made by the Owner Trustee or the Delaware Trustee.



     Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee. Any amounts
paid to the Owner Trustee and to the Delaware Trustee pursuant to this Article shall be deemed not
to be a part of the Owner Trust Estate immediately after such payment. Any amounts owing to the
Owner Trustee under this Agreement or the other Basic Documents shall constitute a claim against
the Owner Trust Estate.



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ARTICLE NINE




TERMINATION OF TRUST AGREEMENT




     Section 9.01. Termination of Trust Agreement.



     (a) The Issuer shall dissolve immediately prior to the earlier to occur of (i) the purchase on
any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section
8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and
the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all
monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the
Indenture, the Sale and Servicing Agreement, and Article Five, or (iii) the Payment Date next
succeeding the month which is one year after the maturity or other liquidation of the last
Receivable and the disposition of any amount received upon liquidation of any property remaining in
the Owner Trust Estate. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner
shall not (i) operate to terminate this Agreement or the Issuer, (ii) entitle such Owner’s legal
representatives or heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Issuer or Owner Trust Estate or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto. The Issuer shall
be entitled to deduct from the final distribution to Certificateholders any amounts required to pay
any other claims against and obligations of the Issuer in accordance with Section 3808(e) of the
Statutory Trust Statute.



     (b) Except as provided in Section 9.01(a), neither of the Depositor nor any Owner shall be
entitled to revoke or terminate the Issuer.



     (c) The outstanding Trust Certificates are subject to redemption in whole, but not in part,
pursuant to Section 8.01 of the Sale and Servicing Agreement; provided that the Issuer has
available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates,
together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice
of any termination of the Issuer, specifying the Payment Date upon which Certificateholders shall
surrender their Trust Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within
five Business Days of receipt of notice of such termination from the Servicer given pursuant to
Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with
respect to which final payment of the Trust Certificates shall be made upon presentation and
surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such
Payment Date is not applicable, payments being made only upon presentation and surrender of the
Trust Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall
give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying
Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders.
Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be
distributed to Certificateholders amounts distributable on such Payment Date pursuant to Section
5.02. The Owner Trustee shall promptly notify each Rating Agency upon the final payment of the
Trust Certificates.



26









 





     (d) In the event that all of the Certificateholders shall not surrender their Trust
Certificates for cancellation within six months after the date specified in the above mentioned
written notice, the Owner Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Trust Certificates for cancellation and receive the final
distribution with respect thereto. If within one year after the second notice all the Trust
Certificates shall not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be
paid out of the funds and other assets that shall remain subject to this Agreement. Subject to
applicable escheat laws, any funds remaining in the Issuer after exhaustion of such remedies shall
be distributed by the Owner Trustee to the Depositor, in its capacities as Depositor and as Holder
of such Certificate.



     (e) Upon the winding up of the Issuer and its termination, the Owner Trustee shall, upon the
direction and at the expense of the Depositor, cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of
the Statutory Trust Statute. Upon the filing of the certificate of cancellation, the Issuer and
this Agreement (other than Article 8) shall terminate and be of no further force or effect.



ARTICLE TEN




SUCCESSOR AND ADDITIONAL OWNER TRUSTEES




     Section 10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee. The
Owner Trustee shall at all times (i) maintain its principal place of business in the State of New
York or such other location within the United States to which the Depositor shall consent in
writing, (ii) be authorized to exercise corporate trust powers, (iii) have a combined capital and
surplus of at least $50,000,000, (iv) be subject to supervision or examination by federal or state
authorities and (v) have the Required Rating. If such person shall publish reports of condition at
least annually pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and surplus of such person
shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. The Delaware Trustee shall at all times be a person satisfying the
provisions of Section 3807(a) of the Statutory Trust Statute. In case at any time the Owner
Trustee or the Delaware Trustee, as applicable, shall cease to be eligible in accordance with the
provisions of this Section, the Owner Trustee or the Delaware Trustee, as applicable, shall resign
immediately in the manner and with the effect specified in Section 10.02.



     Section 10.02. Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner
Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Administrator. Upon receiving such notice of resignation,
the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as
applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner
Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or



27









 







Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning Owner Trustee or
Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent
jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable.



     If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be
eligible in accordance with Section 10.01 and shall fail to resign after written request therefor
by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall
be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or Delaware Trustee, as applicable, of either of their property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either
of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then
the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the
Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the
authority of the immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee,
as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as
applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware
Trustee, as applicable.



     Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and
appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the
provisions of this Section shall not become effective until acceptance of appointment by the
successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment
of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable.
The Administrator shall provide notice of such resignation or removal of the Owner Trustee or
Delaware Trustee, as applicable, to each Rating Agency.



     Section 10.03. Successor Owner Trustee or Delaware Trustee. Any successor Owner
Trustee or Delaware Trustee, as applicable, appointed pursuant to Section 10.02 shall execute,
acknowledge and deliver to the Administrator and to its predecessor Owner Trustee or Delaware
Trustee, as applicable, an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Owner Trustee or Delaware Trustee, as
applicable, shall become effective, and such successor Owner Trustee or Delaware Trustee, as
applicable, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as
if originally named as Owner Trustee or Delaware Trustee, as applicable. The predecessor Owner
Trustee or Delaware Trustee, as applicable, shall upon payment of its fees and expenses deliver to
the successor Owner Trustee or Delaware Trustee, as applicable, all documents and statements and
monies held by it under this Agreement and the Administrator and the predecessor Owner Trustee or
Delaware Trustee, as applicable, shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee or Delaware Trustee, as applicable, all such rights, powers, duties and
obligations.



28









 





     No successor Owner Trustee or Delaware Trustee, as applicable, shall accept appointment as
provided in this Section unless at the time of such acceptance such successor Owner Trustee or
Delaware Trustee, as applicable, shall be eligible pursuant to Section 10.01.



     Upon acceptance of appointment by a successor Owner Trustee or Delaware Trustee, as
applicable, pursuant to this Section, the Administrator shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and each Rating Agency. If the
Administrator shall fail to mail such notice within ten days after acceptance of such appointment
by the successor Owner Trustee or Delaware Trustee, as applicable, the successor Owner Trustee or
Delaware Trustee, as applicable, shall cause such notice to be mailed at the expense of the
Administrator.



     Section 10.04. Merger or Consolidation of Owner Trustee or Delaware Trustee. Any
Person into which the Owner Trustee or Delaware Trustee, as applicable, may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee or Delaware Trustee, as applicable, shall be a party, or
any Person succeeding to all or substantially all of the corporate trust business of the Owner
Trustee or Delaware Trustee, as applicable, shall be the successor of the Owner Trustee or Delaware
Trustee, as applicable, hereunder, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 10.01 and, provided, further, that
the Owner Trustee or Delaware Trustee, as applicable, shall mail notice of such merger or
consolidation to each Rating Agency.



     Section 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any
other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements
of any jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle may at the
time be located, the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons approved by the
Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and to vest in
such Person, in such capacity, such title to the Trust or any part thereof and, subject to the
other provisions of this Section, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator
shall not have joined in such appointment within 15 days after the receipt by it of a request to do
so, the Owner Trustee alone shall have the power to make such appointment. The Owner Trustee
agrees that upon receipt of a written request from the Administrator to appoint a co-trustee, it
will, at the expense of the Issuer, either (i) promptly provide evidence reasonably satisfactory to
the Administrator that such co-trustee is not required or (ii) cooperate fully to ensure a
co-trustee is appointed with any required timeframe. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant
to Section 10.01, except that such co-trustee or successor trustee shall have the Required Rating,
and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant
to Section 10.03.



29









 





     Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and
act subject to the following provisions and conditions:



     (a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee
shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Owner Trustee joining in such act), except to the extent
that under any law of any jurisdiction in which any particular act or acts are to be performed, the
Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to the Owner Trust Estate or
any portion thereof in any such jurisdiction) shall be exercised and performed singly by such
separate trustee or co-trustee, but solely at the direction of the Owner Trustee;



     (b) no trustee under this Agreement shall be personally liable by reason of any act or
omission of any other trustee under this Agreement; and



     (c) the Administrator and the Owner Trustee acting jointly may at any time accept the
resignation of or remove any separate trustee or co-trustee.



     Any notice, request or other writing given to the Owner Trustee shall be deemed to have been
given to each of the then separate trustees and co-trustees, as effectively as if given to each of
them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of
appointment, either jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording protection to, the
Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given
to the Administrator.



     Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or
attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any
lawful act under or in respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner
Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee
or separate trustee.



30









 





ARTICLE ELEVEN




MISCELLANEOUS




     Section 11.01. Supplements and Amendments.



     (a) This Agreement may be amended by the parties hereto with prior written notice to each
Rating Agency, without the consent of any Securityholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions in this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder or Certificateholder.



     (b) This Agreement may also be amended from time to time by the parties hereto, with prior
written notice to each Rating Agency, with the consent of the Holders of Trust Certificates
evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates
and, if such amendment materially and adversely affects the interests of the Noteholders, with the
consent of Holders (as such term is defined in the Indenture) of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such
amendment shall (i) increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Receivables or distributions that shall be required to be
made for the benefit of the Noteholders or the Certificateholders, (ii) increase or reduce any
Interest Rate or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding
Amount of the Notes or of the Percentage Interests evidenced by the Trust Certificates required to
consent to any such amendment, without the consent of the Holders of all the outstanding Notes and
Trust Certificates affected thereby.



     (c) Prior to the execution of any such amendment or consent, the Owner Trustee shall furnish
written notification of the substance of such amendment or consent to the Indenture Trustee, the
Administrator and each Rating Agency.



     (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall
furnish written notification of the substance of such amendment or consent to each
Certificateholder. It shall not be necessary for the consent of Certificateholders, Noteholders or
the Indenture Trustee pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing the authorization
of the execution thereof by Certificateholders shall be subject to such reasonable requirements as
the Owner Trustee may prescribe.



     (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner
Trustee shall cause the filing of such amendment with the Secretary of State.



31









 





     (f) In connection with the execution of any amendment to this Agreement or any other basic
Document to which the Issuer is a party and for which amendment the Owner Trustee’s or the Delaware
Trustee’s consent is sought, the Owner Trustee and the Delaware Trustee shall be entitled to
receive and rely upon an Opinion of Counsel to the effect that the execution of such amendment is
authorized or permitted by this Agreement or such other Basic Document, as the case may be, and
that all conditions precedent in this Agreement or such other Basic Document, as the case may be,
for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have
been satisfied. The Owner Trustee or Delaware Trustee may, but shall not be obligated to, enter
into any such amendment that affects the Owner Trustee’s or Delaware Trustee’s own rights, duties
or immunities under this Agreement or otherwise.



     Section 11.02. No Legal Title to Owner Trust Estate in Owner. The Owner shall not
have legal title to any part of the Owner Trust Estate. The Owners shall be entitled to receive
distributions with respect to their undivided ownership interest therein only in accordance with
Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or
interest of the Owners to and in their ownership interest in the Owner Trust Estate shall operate
to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate.



     Section 11.03. Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Owner Trustee, the Delaware Trustee, the Indemnified Parties, the
Depositor, the Owners, the Administrator and, to the extent expressly provided herein, the
Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable right, remedy or claim in the
Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.



     Section 11.04. Notices.



     (a) Unless otherwise expressly specified or permitted by the terms hereof, all demands,
notices and communications under this Agreement shall be in writing, personally delivered, mailed
by electronic mail (if an address therefore has been provided by the respective party in writing),
mailed by certified mail, return receipt requested, delivered by overnight delivery service, or
sent via facsimile transmission (followed by hard copy by overnight delivery) and shall be deemed
to have been duly given upon receipt (i) in the case of the Owner Trustee, Citibank, N.A., 388
Greenwich Street, 14th Floor, New York, New York 10013, Attention: Structured Finance
Agency & Trust: Honda Auto Receivables 2009-2, (ii) in the case of the Delaware Trustee, to
Citigroup Trust-Delaware, National Association, 222 Delaware Avenue, 14th Floor,
Wilmington, Delaware 19801, Attention: William M. Hearn, (iii) in the case of the Depositor, to
American Honda Receivables Corp., 20800 Madrona Avenue, Torrance, California 90503, Attention:
President or (iv) as to any party, at such other address as shall be designated by such party in a
written notice to the other party.



     (b) Any notice required or permitted to be given to a Certificateholder shall be given by
overnight delivery or first-class mail, postage prepaid, at the address of such Holder as shown



32









 







in the Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.



     Section 11.05. Severability. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this Agreement or of the
Trust Certificates or the rights of the Holders thereof.



     Section 11.06. Separate Counterparts. This Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute but one and the same instrument.



     Section 11.07. Successors and Assigns. All covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, each of the Depositor and its permitted
assigns, the Owner Trustee and its successors, the Delaware Trustee and its successors and each
Owner and its successors and permitted assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by an Owner shall bind the successors and
assigns of such Owner.



     Section 11.08. No Petition. The Owner Trustee and the Delaware Trustee, by entering
into this Agreement, each Certificateholder, by accepting a Trust Certificate, and the Indenture
Trustee and each Noteholder, by accepting the benefits of this Agreement, each hereby covenants and
agrees that it will not at any time institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any obligations relating to
the Trust Certificates, the Notes, this Agreement or any other Basic Document.



     Section 11.09. No Recourse. Each Certificateholder by accepting a Trust Certificate
acknowledges that such Certificateholder’s Trust Certificates represent beneficial interests in the
Issuer only and do not represent interests in or obligations of the Depositor, the Seller, the
Servicer, the Administrator, the Owner Trustee, the Delaware Trustee, the Indenture Trustee or any
of their respective Affiliates and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in the Trust Certificates, this Agreement or
any other Basic Document.



     Section 11.10. Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     Section 11.11. Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT
OF LAW PROVISIONS,



33









 







AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.



     Each of the parties hereto hereby submits to the jurisdiction of the United States District
Court for the Southern District of New York and of any New York State court sitting in New York
City for purposes of all legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any
claim that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in
any legal action or proceeding with respect to this Agreement in any of the aforesaid courts, that
any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives,
to the fullest extent permitted by law, any objection that it may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.



     Section 11.12. Trust Certificates Nonassessable and Fully Paid. Certificateholders
shall not be personally liable for obligations of the Issuer. The interests represented by the
Trust Certificates shall be nonassessable for any losses or expenses of the Issuer or for any
reason whatsoever, and, upon the authentication thereof by the Owner Trustee pursuant to Section
3.03, 3.04 or 3.05, the Trust Certificates are and shall be deemed fully paid.



     Section 11.13. Depositor Payment Obligation. The Depositor shall be responsible for
payment of the Administrator’s compensation under the Administration Agreement and shall reimburse
the Administrator for all expenses and liabilities of the Administrator incurred thereunder. In
addition, the Depositor shall be responsible for the payment of all fees and expenses of the Issuer
and the Trustees paid by any of them in connection with any of their obligations under the Basic
Documents to obtain or maintain any required license under the Pennsylvania Motor Vehicle Sales
Finance Act and the Maryland Act (MD Fin. Inst. Code Ann., Title 11, Subtitle 4).



     Section 11.14. Tax Treatment. Notwithstanding the foregoing or anything herein to the
contrary, all persons (and their respective employees, representatives or other agents) may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transaction described herein and all materials of any kind (including opinions or
other tax analyses) that are provided to the recipient relating to such tax treatment and tax
structure.



     Section 11.15. Depositor’s TALF Related Signing Authority. In connection with the
Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility (“TALF”), the
Depositor, as the initial holder of the Certificates, shall be authorized to execute and deliver on
behalf of the Trust and cause the Trust to perform (i) any Term Asset-Backed Securities Loan
Facility Undertaking, (ii) any Certification as to TALF Eligibility, (iii) any Indemnity
Undertaking and (iv) any other documents, certificates, agreements and instruments contemplated
thereby or related thereto or otherwise necessary or incidental to qualifying under TALF. Any
action taken on behalf of the Trust by the Depositor prior to the date hereof with respect to TALF,
including execution of any Indemnity Undertaking and Certificate as to TALF Eligibility, is hereby
ratified.



34









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement
to be duly executed by their respective officers as of the day and year first above written.



	 	 	 	 	 
	 	AMERICAN HONDA RECEIVABLES CORP.,

   as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A.,

   as Owner Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIGROUP TRUST-DELAWARE, NATIONAL ASSOCIATION,

   as Delaware Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




35









 





EXHIBIT A




FORM OF TRUST CERTIFICATE




     THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE
TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION
3.04 OF THE TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE ISSUED (A COPY OF WHICH TRUST AGREEMENT IS
AVAILABLE FROM THE OWNER TRUSTEE UPON REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN
INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS.



NUMBER: R-1      Initial Certificate Balance: $66,582,876.59




HONDA AUTO RECEIVABLES 2009-2 OWNER TRUST




0.00% ASSET BACKED CERTIFICATE



evidencing a fractional undivided interest in the Issuer, as defined below, the property of which
includes a pool of retail installment sale or conditional sale contracts secured by new and used
Honda and Acura motor vehicles.




     (This Trust Certificate does not represent an interest in or obligation of American Honda
Receivables Corp., American Honda Finance Corporation or any of their respective affiliates.)



     THIS CERTIFIES THAT American Honda Receivables Corp. is the registered owner of a 100 percent
nonassessable, fully-paid, undivided interest in the Honda Auto Receivables 2009-2 Owner Trust (the
“Issuer”), formed by American Honda Receivables Corp., a California corporation (the “Depositor”).



     The Issuer was created pursuant to a Trust Agreement dated as of April 23, 2009, as amended
and restated by an Amended and Restated Trust Agreement dated May 12, 2009 (as amended or
supplemented from time to time, the “Trust Agreement”), between the Depositor and Citibank, N.A.,
as owner trustee (the “Owner Trustee”) and Citigroup Trust-Delaware, National Association, as
Delaware trustee (the “Delaware Trustee”); a summary of certain of the pertinent provisions of
which is set forth below. Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Trust Agreement.



     This Trust Certificate is one of the duly authorized certificates designated as “Asset Backed
Certificates” (the “Trust Certificates”). Issued under an Indenture dated as of May 1, 2009 (the
“Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee,
are four classes of Notes designated as “Class A-1 1.31785% Asset Backed



A-1









 







Notes,” “Class A-2 2.22% Asset Backed Notes”, “Class A-3 2.79% Asset Backed Notes” and “Class
A-4 4.43% Asset Backed Notes” (collectively, the “Notes”). This Trust Certificate is issued under
and is subject to terms, provisions and conditions of the Trust Agreement, to which Trust Agreement
the Holder of this Trust Certificate, by virtue of its acceptance thereof, assents and by which
such Holder is bound. The property of the Issuer includes, among other things, a pool of retail
installment sale or conditional sale contracts for new and used Honda and Acura motor vehicles
(collectively, the “Receivables”), all monies received on or in respect of the Receivables on or
after May 1, 2009, security interests in the vehicles financed thereby, certain bank accounts and
the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights
under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing.



     It is the intent of the Depositor, the Servicer and the Certificateholder that, solely for
purposes of federal income, state and local income tax and any other income taxes, the Issuer will
be treated as a disregarded entity not separate from the sole Certificateholder. The purchaser
hereof, by acceptance of the Trust Certificates, agrees to treat, and to take no action
inconsistent with the above treatment for so long as it is the sole Owner.



     Solely in the event the Trust Certificates are held by more than a single Owner, it is the
intent of the Depositor, the Servicer and the Certificateholders that, solely for purposes of
federal income, state and local income and single business tax and any other income taxes, the
Issuer will be treated as a partnership and the Certificateholders will be treated as partners in
the partnership. The purchaser hereof and the other Certificateholders, by acceptance of a Trust
Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Trust
Certificates for such tax purposes as partnership interests in the Issuer.



     Each Certificateholder, by its acceptance of a Trust Certificate, covenants and agrees that
such Certificateholder will not at any time institute against the Depositor, or join in any
institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States federal or state bankruptcy
or similar law in connection with any obligations relating to the Trust Certificates, the Notes,
the Trust Agreement or any other Basic Document.



     Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the
Owner Trustee by wire transfer or check mailed to the Certificateholder of record in the
Certificate Register without the presentation or surrender of this Trust Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding
the above, the final distribution on this Trust Certificate will be made after due notice by the
Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this
Trust Certificate at the office or agency maintained for the purpose by the Owner Trustee.



     Reference is hereby made to the further provisions of this Trust Certificate set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



A-2









 





     Unless the certificate of authentication hereon shall have been executed by an authorized
officer of the Owner Trustee or the authenticating agent, by manual signature, this Trust
Certificate shall not entitle the Holder hereof to any benefit under the Trust Agreement or the
Sale and Servicing Agreement or be valid for any purpose.



     THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its individual
capacity, has caused this Trust Certificate to be duly executed.



	 	 	 	 	 	 	 
	 	 	HONDA AUTO RECEIVABLES 2009-2 OWNER TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	CITIBANK, N.A.,	 	 
	 

	 	 	 	not in its individual capacity but solely as Owner Trustee on
behalf of the Trust	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Signatory	 	 






OWNER TRUSTEE’S OR AUTHENTICATING AGENT’S CERTIFICATE OF

AUTHENTICATION



This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.




	 	 	 
	CITIBANK, N.A.,

not in its individual capacity but
solely as Authenticating Agent on
behalf of the Trust

	 	CITIBANK, N.A., not in its
individual capacity but
solely as Owner Trustee on
behalf of the Trust






OR...




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	Authenticating Agent	 	 






	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Authorized Signatory	 	 	 	 	 	 






A-3









 





[REVERSE OF TRUST CERTIFICATE]




     The Trust Certificates do not represent an obligation of, or an interest in, the Depositor,
the Servicer, the Owner Trustee or any of their respective affiliates and no recourse may be had
against such parties or their assets, except as expressly set forth or contemplated herein or in
the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right of payment to
certain collections and recoveries with respect to the Receivables (and certain other amounts), all
as more specifically set forth herein and in the Sale and Servicing Agreement. A copy of each of
the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder
upon written request during normal business hours at the principal office of the Depositor and at
such other places, if any, designated by the Depositor.



     The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof
and the modification of the rights and obligations of the Depositor and the rights of the
Certificateholders under the Trust Agreement at any time by the parties thereto with the consent of
the Holders of the Trust Certificates and the Notes, each voting as a class, evidencing not less
than a majority of the Percentage Interests evidenced by the outstanding Trust Certificates, or a
majority of the outstanding principal balance of the Notes of each such class. Any such consent by
the Holder of this Trust Certificate shall be conclusive and binding on such Holder and on all
future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made
upon this Trust Certificate. The Trust Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the Trust Certificates.



     As provided in the Trust Agreement and subject to certain limitations therein set forth, the
transfer of this Trust Certificate is registrable in the Certificate Register upon surrender of
this Trust Certificate for registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form
satisfactory to the Owner 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 Trust
Certificates evidencing the same original certificate balance in the Issuer will be issued to the
designated transferee.



     Except as provided in the Trust Agreement, the Trust Certificates are issuable only as
registered Trust Certificates. As provided in the Trust Agreement and subject to certain
limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates
evidencing the same aggregate original certificate balance, as requested by the Holder surrendering
the same. No service charge will be made for any such registration of transfer or exchange, but
the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.



     The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the
Certificate Registrar may treat the Person in whose name this Trust Certificate is registered as
the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any
such agent shall be affected by any notice to the contrary.



A-4









 





     The obligations and responsibilities created by the Trust Agreement and the Issuer created
thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid
to them pursuant to the Trust Agreement and the Sale and Servicing Agreement and the disposition of
all property held as part of the Owner Trust Estate. The Servicer of the Receivables may at its
option purchase the Owner Trust Estate at a price specified in the Sale and Servicing Agreement,
and such purchase of the Receivables and other property of the Issuer will effect early retirement
of the Trust Certificates; provided, however, such right of purchase is exercisable only as of the
last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the
Original Pool Balance.



     The Trust Certificates may not be acquired or held by a Benefit Plan Investor. By accepting
and holding this Trust Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan Investor.



A-5









 





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 type name and address, including postal zip code, of assignee)



the within Trust Certificate, and all rights thereunder, any hereby irrevocably
constitutes and appoints                                         , attorney, to transfer said Trust
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.




	 	 	 	 	 
	 	 	 
	 	 	Signature Guaranteed:
  
	 

	 	 	 	 







 




			
	NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Trust
Certificate in every particular, without alteration, enlargement or any change
whatsoever. Such signature must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Certificate Registrar, which
requirements include membership or participation in STAMP or such other
“signature guarantee program” as may be determined by the Certificate Registrar
in addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




A-6









 










EXHIBIT B




FORM OF TRANSFEROR CERTIFICATE




                    , ___




[Seller]




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	CITIBANK, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013
	 	 







			
	     Re:	 	Honda Auto Receivables 2009-2 Owner Trust

Asset Backed Certificates                                  




Dear Sirs:




     In connection with our disposition of the above-referenced Asset Backed Certificates (the
“Certificates”) we certify that (i) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the “Act”), and are being transferred by us in a
transaction that is exempt from the registration requirements of the Act and (ii) we have not
offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person,
or otherwise approached or negotiated with any person with respect thereto, in a manner that would
be deemed, or taken any other action which would result in, a violation of Section 5 of the Act.



	 	 	 	 	 	 	 
	 	 	Very truly yours,


[NAME OF TRANSFEROR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






B-1









 





EXHIBIT C




FORM OF INVESTMENT LETTER




                    , ___




Seller




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	CITIBANK, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013
	 	 







			
	     Re:	 	Honda Auto Receivables 2009-2 Owner Trust

Asset Backed Certificates                                  




Dear Sirs:




     In connection with our acquisition of the above-referenced Asset Backed Certificates (the
“Certificates”) we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are
being transferred to us in a transaction that is exempt from the registration requirements of the
Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the
Act, and have such knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we have had the
opportunity to ask questions of and receive answers from the Seller concerning the purchase of the
Certificates and all matters relating thereto or any additional information deemed necessary to our
decision to purchase the Certificates, (d) we are acquiring the Certificates for investment for our
own account and not with a view to any distribution of such Certificates (but without prejudice to
our right at all times to sell or otherwise dispose of the Certificates in accordance with clause
(f) below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any person with respect
thereto, or taken any other action that would result in a violation of Section 5 of the Act or any
state securities laws, (f) we are not a Benefit Plan Investor and (g) we will not sell, or
otherwise dispose of any Certificates unless (i) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act and in compliance with any state
securities laws or is exempt from such registration requirements and, if requested, we will at our
expense provide an Opinion of Counsel satisfactory to the addresses of this certificate that such
sale, transfer or other disposition may be made pursuant to an exemption from the Act, (ii) the
purchaser or transferee of such Certificate has executed and delivered to you a certificate to
substantially the same effect as this certificate and (iii) the purchaser or transferee has
otherwise complied with any conditions for transfer set forth in the Amended and Restated Trust
Agreement dated as of May 12, 2009, between American Honda Receivables Corp., as depositor,



C-1









 







Citibank, N.A., as Owner Trustee and Citigroup Trust-Delaware, National Association, as
Delaware Trustee.



	 	 	 	 	 	 	 
	 	 	Very truly yours,


[NAME OF TRANSFEROR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






C-2









 





EXHIBIT D




FORM OF RULE 144A LETTER




                    , 20___




Seller




	 	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	 


	 	 
	 
	 	 
	CITIBANK, N.A.

388 Greenwich Street, 14th Floor

New York, New York 10013
	 	 







			
	     Re:	 	Honda Auto Receivables 2009-2 Owner Trust

Asset Backed Certificates                                  




Dear Sirs:




     In connection with our acquisition of the above-referenced Asset Backed Certificates (the
“Certificates”) we certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are
being transferred to us in a transaction that is exempt from the registration requirements of the
Act and any such laws, (b) we have such knowledge and experience in financial and business matters
that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the Seller concerning the
purchase of the Certificates and all matters relating thereto or any additional information deemed
necessary to our decision to purchase the Certificates, (d) we have not, nor has anyone acting on
our behalf, offered, transferred, pledged, sold or otherwise disposed of the Certificates or an
interest in the Certificates, or solicited any offer to buy, transfer, pledge or otherwise dispose
of the Certificates or any interest in the Certificates from any person in any manner or made any
general solicitation by means of general advertising or in any other manner, taken any other action
that would constitute a distribution of the Certificates under the Act or that would render the
disposition of the Certificates a violation of Section 5 of the Act or any state securities laws or
require registration pursuant thereto, and we will not act, or authorize any person to act, in such
manner with respect to the Certificates, (e) we are not a Benefit Plan Investor and (f) we are a
“qualified institutional buyer” as that term is defined in Rule 144A under the Act. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the certificates for
our own account or for resale pursuant to Rule 144A and understand that such certificates may be
resold, pledged or transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A or (ii) pursuant to another exemption from registration under the Act.













 





	 	 	 	 	 	 	 
	 	 	Very truly yours,


[NAME OF TRANSFEREE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	Authorized Officer