<PAGE>

                                                                     EXHIBIT 4.4
                                                   TO THE REGISTRATION STATEMENT
                                                                       (6/21/00)

--------------------------------------------------------------------------------



                  HONDA AUTO RECEIVABLES [______] GRANTOR TRUST

                       [_____]% ASSET BACKED CERTIFICATES

                      AMERICAN HONDA RECEIVABLES CORP., as

                                     Seller

                     AMERICAN HONDA FINANCE CORPORATION, as

                     Servicer and in its individual capacity

                           [_____________________], as

                                     Trustee

                         POOLING AND SERVICING AGREEMENT

                          Dated as of [______________]


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<TABLE>
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                                    ARTICLE I

                                  INTRODUCTION

<S>                <C>                                                                                          <C>
Section 1.01.      Definitions...................................................................................1
Section 1.02.      Usage of Terms...............................................................................18
Section 1.03.      Cutoff Date and Record Date..................................................................19
Section 1.04.      Section References...........................................................................19

                                   ARTICLE II

                                    THE TRUST

Section 2.01.      Creation of Trust............................................................................19
Section 2.02.      Conveyance of Receivables....................................................................19
Section 2.03.      Acceptance by Trustee........................................................................20
Section 2.04.      Characterization.............................................................................20

                                   ARTICLE III

                                 THE RECEIVABLES

Section 3.01.      Representations and Warranties of Seller.....................................................20
Section 3.02.      Repurchase Upon Breach.......................................................................23
Section 3.03.      Custody of Receivable Files..................................................................24
Section 3.04.      Duties of Servicer as Custodian..............................................................24
Section 3.05.      Instructions; Authority to Act...............................................................25
Section 3.06.      Custodian's Indemnification..................................................................25
Section 3.07.      Effective Period and Termination.............................................................25

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.01.      Duties of Servicer...........................................................................26
Section 4.02.      Collection of Receivable Payments............................................................27
Section 4.03.      Realization Upon Receivables.................................................................27
Section 4.04.      [Reserved]...................................................................................27
Section 4.05.      Maintenance of Security Interests in Financed Vehicles.......................................27
Section 4.06.      Covenants of Servicer........................................................................28
Section 4.07.      Purchase of Receivables Upon Breach..........................................................28
Section 4.08.      Total Servicing Fee..........................................................................28
Section 4.09.      Servicer's Certificate.......................................................................29
Section 4.10.      Annual Statement as to Compliance; Notice of Default.........................................29
Section 4.11.      Annual Independent Certified Public Accountant's Report......................................30


                                       i
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<S>                <C>                                                                                          <C>
Section 4.12.      Access to Certain Documentation and Information Regarding Receivables........................30
Section 4.13.      Appointment of Subservicer...................................................................30
Section 4.14.      Servicer Expenses............................................................................30

                                    ARTICLE V

    DISTRIBUTIONS; SUBORDINATION SPREAD ACCOUNTS; STATEMENTS TO
                               CERTIFICATEHOLDERS

Section 5.01.      Accounts.....................................................................................31
Section 5.02.      Collections..................................................................................31
Section 5.03.      Application of Collections...................................................................32
Section 5.04.      Advances.....................................................................................32
Section 5.05.      Additional Deposits..........................................................................33
Section 5.06.      Distributions................................................................................34
Section 5.07.      Net Deposits.................................................................................36
Section 5.08.      Statements to Certificateholders.............................................................37
Section 5.09.      No Petition..................................................................................38

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

Section 6.01.      Yield Supplement Account.....................................................................38
Section 6.02.      Custody and Pledge Agreement.................................................................39
Section 6.03.      Limitations on the Trust.....................................................................39

                                   ARTICLE VII

                                THE CERTIFICATES

Section 7.01.      The Certificates.............................................................................39
Section 7.02.      Authentication of Certificates...............................................................39
Section 7.03.      Registration of Transfer and Exchange of Certificates........................................39
Section 7.04.      Mutilated, Destroyed, Lost, or Stolen Certificates...........................................42
Section 7.05.      Persons Deemed Owners........................................................................42
Section 7.06.      Access to List of Certificateholders' Names and Addresses....................................42
Section 7.07.      Maintenance of Office or Agency..............................................................42
Section 7.08.      Book-Entry Certificates......................................................................43
Section 7.09.      Notices to Clearing Agency...................................................................43
Section 7.10.      Definitive Certificates......................................................................44

                                  ARTICLE VIII

                                   THE SELLER


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<CAPTION>

<S>                <C>                                                                                          <C>
Section 8.01.      Representations of Seller....................................................................44
Section 8.02.      Liability of Seller; Indemnities.............................................................45
Section 8.03.      Merger or Consolidation of, or Assumption of the Obligations of, Seller......................46
Section 8.04.      Limitation on Liability of Seller and Others.................................................47
Section 8.05.      Seller May Own Certificates..................................................................47
Section 8.06.      Additional Covenants.........................................................................48

                                   ARTICLE IX

                                  THE SERVICER

Section 9.01.      Representations of Servicer..................................................................49
Section 9.02.      Indemnities of Servicer......................................................................51
Section 9.03.      Merger or Consolidation of, or Assumption of the Obligations of, Servicer....................52
Section 9.04.      Limitation on Liability of Servicer and Others...............................................52
Section 9.05.      Delegation of Duties.........................................................................53
Section 9.06.      AHFC Not to Resign as Servicer...............................................................53

                                    ARTICLE X

                                     DEFAULT

Section 10.01.     Events of Default............................................................................54
Section 10.02.     Appointment of Successor.....................................................................55
Section 10.03.     Repayment of Advances........................................................................56
Section 10.04.     Notification to Certificateholders...........................................................56
Section 10.05.     Waiver of Past Defaults......................................................................56

                                   ARTICLE XI

                                   THE TRUSTEE

Section 11.01.     Duties of Trustee............................................................................56
Section 11.02.     Trustee's Certificate........................................................................58
Section 11.03.     Trustee's Assignment of Administrative Receivables

                   and Warranty Receivables.....................................................................59
Section 11.04.     Certain Matters Affecting the Trustee........................................................59
Section 11.05.     Trustee Not Liable for Certificates or Receivables...........................................60
Section 11.06.     Trustee May Own Certificates.................................................................61
Section 11.07.     Trustee's Fees and Expenses..................................................................61
Section 11.08.     Indemnity of Trustee.........................................................................62
Section 11.09.     Eligibility Requirements for Trustee.........................................................62
Section 11.10.     Resignation or Removal of Trustee............................................................62
Section 11.11.     Successor Trustee............................................................................63
Section 11.12.     Merger or Consolidation of Trustee...........................................................63


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<S>                <C>                                                                                          <C>
Section 11.13.     Appointment of Co-Trustee or Separate Trustee................................................63
Section 11.14.     Representations and Warranties of Trustee....................................................65
Section 11.15.     Tax Returns..................................................................................65
Section 11.16.     Trustee May Enforce Claims Without Possession of Certificates................................65
Section 11.17.     Suits for Enforcement........................................................................65
Section 11.18.     Rights of Certificateholders to Direct Trustee...............................................65
Section 11.19.     Appointment of Custodian.....................................................................66

                                   ARTICLE XII

                       TERMINATION; RELEASE OF RECEIVABLES

Section 12.01.     Termination of the Trust.....................................................................66
Section 12.02.     Optional Purchase of All Receivables.........................................................67
Section 12.03.     Release of Receivables.......................................................................67

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.01.     Amendment....................................................................................68
Section 13.02.     Protection of Title to Trust.................................................................70
Section 13.03.     Limitation on Rights of Certificateholders...................................................71
Section 13.04.     GOVERNING LAW................................................................................72
Section 13.05.     Notices......................................................................................72
Section 13.06.     Severability of Provisions...................................................................72
Section 13.07.     Assignment...................................................................................73
Section 13.08.     Certificates Nonassessable and Fully Paid....................................................73
Section 13.09.     Further Assurances...........................................................................73
Section 13.10.     No Waiver; Cumulative Remedies...............................................................73
Section 13.11.     Third-Party Beneficiaries....................................................................73
Section 13.12.     Actions by Certificateholders................................................................73
Section 13.13.     Qualification as Grantor Trust; Separate Assets..............................................73
Section 13.14.     Counterparts.................................................................................74

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                                       iv
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EXHIBITS

Exhibit A      Form of Class A Certificate
Exhibit B      Form of Class B Certificate
Exhibit C      Form of Class C Certificate
Exhibit D      Form of Depository Agreement
Exhibit E      Form of Form of Custody and Pledge Agreement
Exhibit F-1    Form of Trustee's Certificate to Seller
Exhibit F-2    Form of Trustee's Certificate to Servicer
Exhibit G      Form of Yield Supplement Agreement
Exhibit H-1    Form of Representation Letter for the Class A Certificates
Exhibit H-2    Form of Representation Letter for the Class [B] [C] Certificates

SCHEDULES

Schedule A List of Receivables
Schedule B Location of Receivables


                                       v
<PAGE>

         This Pooling and Servicing Agreement, dated as of [_______________], is
made with respect to the formation of the Honda Auto Receivables [_______]
Grantor Trust, among AMERICAN HONDA RECEIVABLES CORP., a California corporation,
as Seller, AMERICAN HONDA FINANCE CORPORATION, a California corporation, as
Servicer and in its individual capacity, and [__________________________], a
[__________________________], as trustee.

         WITNESSETH THAT: In consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                    ARTICLE I

                                  INTRODUCTION

         SECTION 1.01.  DEFINITIONS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

         "ACTUARIAL RECEIVABLE" means any Receivable which provides for the
allocation of payments according to the "actuarial" method.

         "ADMINISTRATIVE PURCHASE PAYMENT" means, with respect to a Payment Date
and to an Administrative Receivable purchased by the Seller or the Servicer as
of the close of business on the last day of the related Collection Period, which
Receivable is (i) a Precomputed Receivable, (a) the sum of (1) all Scheduled
Payments on such Receivable due after the last day of such Collection Period,
(2) an amount equal to any reimbursement of Outstanding Advances made with
respect to such Receivable (plus all Outstanding Advances made in respect of
such Receivable, in the case of an Administrative Purchase Payment made by the
Seller) and (3) all past due Scheduled Payments for which an Advance has not
been made, minus (b) the sum of (1) all Payments Ahead in respect of such
Administrative Receivable held by the Servicer or on deposit in the Payahead
Account, (2) any Rebate and (3) any proceeds of the liquidation of such
Receivable previously received (to the extent applied to reduce the Principal
Balance of such Receivable) or (ii) a Simple Interest Receivable, the sum of (a)
the unpaid principal balance owed by the related Obligor in respect of such
Receivable and (b) interest on such unpaid principal balance at a rate equal to
the Required Rate to the last day of the related Collection Period.

         "ADMINISTRATIVE RECEIVABLE" means, a Receivable which the Seller or the
Servicer is required to purchase or which the Seller or the Servicer, or any
successor to the Servicer, has elected to purchase.

         "ADVANCE" means a Precomputed Advance or Simple Interest Advance.

         "AFFILIATE" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control," when used with respect
to any specified Person, means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the term "controlling" and
"controlled" have meanings correlative to the foregoing.


                                       1
<PAGE>

         "AGREEMENT" means this Pooling and Servicing Agreement, dated [___], by
and among American Honda Receivables Corp., as Seller, American Honda Finance
Corporation, as Servicer, and [____], as Trustee.

         "AHFC" means American Honda Finance Corporation, a California
corporation, and its successors and assigns.

         "AICPA" shall have the meaning assigned to such term in Section 4.11.

         "AMOUNT FINANCED" with respect to a Receivable, means the aggregate
amount advanced under such Receivable toward the purchase price of the related
Financed Vehicle and any related costs, including but not limited to
accessories, insurance premiums, service and warranty contracts and other items
customarily financed as part of motor vehicle retail installment sale contracts.

         "ANNUAL PERCENTAGE RATE" or "APR" of a Receivable means the annual rate
of finance charges stated in such Receivable.

         "ANNUAL USAP REPORT" shall have the meaning assigned to such term in
Section 4.11.

         "AVAILABLE INTEREST" means, with respect to any Payment Date, the total
of the following amounts allocable to interest received by the Servicer on or in
respect of the Receivables during the related Collection Period (computed, in
the case of Precomputed Receivables, by the actuarial method and, in the case of
Simple Interest Receivables, by the simple interest method): (i) the sum of the
interest component of all (a) collections on or in respect of all Receivables
other than Defaulted Receivables (including the interest portion of Applied
Payments Ahead, but excluding Payments Ahead to be applied in one or more future
Collections Periods), (b) Net Liquidation Proceeds, (c) Advances made by the
Servicer, (d) Warranty Purchase Payments, (e) Administrative Purchase Payments
and (f) the Yield Supplement Withdrawal Amount, if any, for the related Payment
Date, less (ii) the sum of all (a) amounts received on or in respect of a
particular Receivable (other than a Defaulted Receivable) to the extent of the
aggregate Outstanding Interest Advances in respect of such Receivable and (b)
Net Liquidation Proceeds with respect to a particular Receivable to the extent
of the aggregate Outstanding Interest Advances in respect of such Receivable.

         "AVAILABLE PRINCIPAL" means, with respect to any Payment Date, the
total of the following amounts allocable to principal received by the Servicer
on or in respect of the Receivables during the related Collection Period
(computed, in the case of Precomputed Receivables, by the actuarial method and,
in the case of Simple Interest Receivables, by the simple interest method): (i)
the sum of the principal component of all (a) collections on or in respect of
all Receivables other than Defaulted Receivables (including the principal
portion of Applied Payments Ahead but excluding Payments Ahead), (b) Net
Liquidation Proceeds, (c) Advances made by the Servicer, (d) Warranty Purchase
Payments and (e) Administrative Purchase Payments, less (ii) an amount equal to
all (a) amounts received on or in respect of a particular Receivable (other than
a Defaulted Receivable) to the extent of the aggregate Outstanding Principal
Advances in respect of such Receivable and (b) Net Liquidation Proceeds


                                       2
<PAGE>

with respect to a particular Receivable to the extent of the aggregate
Outstanding Principal Advances in respect of such Receivable.

         "BASE SERVICING FEE" means, the fee payable pursuant to the Sale and
Servicing Agreement to the Servicer on each Payment Date for services rendered
during such Collection Period, which shall be equal to one-twelfth of the
Servicing Rate multiplied by the Pool Balance as of the first day of such
Collection Period or, with respect to the first Payment Date, the Original Pool
Balance.

         "BASIC DOCUMENTS" means the Purchase Agreement, this Agreement, the
Depository Agreement, the Custody and Pledge Agreement, the Securities Control
Account Agreement, the Yield Supplement Agreement and the other documents and
certificates delivered in connection herewith and therewith.

         "BOOK-ENTRY CERTIFICATES" means a beneficial interest in the Class A
Certificates or Class B Certificates, ownership and transfers of which shall be
made through book entries by a Clearing Agency as described in Section 7.08 of
this Agreement.

         "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in New York, New York, or Los
Angeles, California shall be authorized or obligated by law, regulation,
executive order or governmental decree to remain closed.

         "CERTIFICATE" means a Class A Certificate, a Class B Certificate or a
Class C Certificate.

         "CERTIFICATES" means the Class A Certificates, the Class B Certificates
and the Class C Certificates.

         "CERTIFICATE ACCOUNT" means the account designated as such, established
and maintained pursuant to Section 5.01 of this Agreement.

         "CERTIFICATEHOLDER" or "HOLDER" means the Person in whose name a
Certificate shall be registered in the Certificate Register, except that, solely
for the purposes of giving any consent, waiver, request, or demand pursuant to
this Agreement, the interest evidenced by any Class A Certificate or Class B
Certificate registered in the name of the Seller, the Servicer, or any Person
actually known to a Trustee Officer to be an Affiliate of the Seller or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request, or demand
shall have been obtained.

         "CERTIFICATE OWNER" shall mean, with respect to a Book-Entry
Certificate, the Person who is the owner of such Book-Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules of such Clearing Agency) and shall
mean, with respect to a Definitive Certificate, the Certificateholder.

         "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" means the register
maintained and the registrar appointed pursuant to Section 7.03 of this
Agreement.


                                       3
<PAGE>

     "CLASS A CERTIFICATE" means any one of the Certificates executed by the
Trust and authenticated by the Trustee, in substantially the form set forth in
EXHIBIT A hereto.

     "CLASS A CERTIFICATE BALANCE" shall equal, initially, the Original Class A
Certificate Balance and, as of any date thereafter, shall equal the Original
Class A Certificate Balance, reduced by all amounts allocable to principal
distributed to the Class A Certificateholders on or prior to such date;
PROVIDED, HOWEVER, that on any Payment Date on or after the Payment Date on
which the Class B Certificate Balance and the Class C Certificate Balance are
reduced to zero, the Class A Certificate Balance on any Payment Date will be
reduced by the amount, if any, necessary to cause it to equal the Pool Balance
as of the last day of the related Collection Period after taking into account
all required distributions, deposits and withdrawals to be made on such Payment
Date.

     "CLASS A CERTIFICATE FACTOR" means, as of any Payment Date, a seven-digit
decimal figure equal to the Class A Certificate Balance as of the close of
business on such Payment Date divided by the Original Class A Certificate
Balance.

     "CLASS A DISTRIBUTABLE AMOUNT" means, with respect to any Payment Date, the
sum of the Class A Principal Distributable Amount and the Class A Interest
Distributable Amount.

     "CLASS A INTEREST CARRYOVER SHORTFALL" means, as of the close of business
on any Payment Date, the excess, if any, of the Class A Interest Distributable
Amount for such Payment Date plus any outstanding unpaid Class A Interest
Carryover Shortfall from the preceding Payment Date, plus interest on such
outstanding unpaid Class A Interest Carryover Shortfall, to the extent permitted
by law, at the Class A Pass-Through Rate from such preceding Payment Date
through such current Payment Date, over the amount of interest that the holders
of the Class A Certificates actually received on such current Payment Date.

     "CLASS A INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the sum of (i) thirty (30) days of interest or, in the case of the initial
Payment Date, the number of days in the related Collection Period, at the Class
A Pass-Through Rate on the Class A Certificate Balance as of the close of
business on the last day of the related Collection Period, calculated on the
basis of a 360-day year consisting of twelve 30-day months, and (ii) the Class A
Interest Carryover Shortfall, if any, for the preceding Payment Date.

     "CLASS A PASS-THROUGH RATE" means ___% per annum.

     "CLASS A PERCENTAGE" means ___%.

     "CLASS A POOL FACTOR" means, as of the last day of a Collection Period, a
seven-digit decimal figure equal to the Class A Certificate Balance as of the
close of business on such day divided by the Original Pool Balance.

     "CLASS A PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of business
on any Payment Date, the excess, if any, of the Class A Principal Distributable
Amount plus any outstanding unpaid Class A Principal Carryover Shortfall from
the preceding Payment Date over


                                      4
<PAGE>

the amount of principal that the holders of the Class A Certificates actually
received on such current Payment Date.

     "CLASS A PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the Class A Percentage of the sum of: (i) the principal portion of all
payments on Receivables, including prepayments and partial prepayments of
principal, received during the related Collection Period, (ii) the aggregate
outstanding principal balance as of the beginning of the related Collection
Period of all Receivables that became Administrative Receivables or Warranty
Receivables or which the Servicer otherwise became obligated to purchase or
repurchase, in each case under obligations that arose during the related
Collection Period (without duplication of amounts referred to in clause (i)
above), and (iii) the aggregate outstanding principal balance as of the
beginning of the related Collection Period of all Receivables that became
Defaulted Receivables during the related Collection Period (without duplication
of amounts referred to in clauses (i) or (ii) above). The Class A Principal
Distributable Amount shall include (a) in the case of Precomputed Receivables,
the principal portion of all scheduled payments due during the relating
Collection Period, computed in accordance the actuarial method and (b) in the
case of Simple Interest Receivables, the principal portion of all scheduled
payments actually received during the related Collection Period, and (c) the
principal portion of all prepayments or partial prepayments on Simple Interest
Receivables and prepayments or partial prepayments on Precomputed Receivables
actually received during the related Collection Period (to the extent such
amounts are not included in (a) and (b)).

     "CLASS B CERTIFICATE" means any one of the Certificates executed by the
Trust and authenticated by the Trustee, in substantially the form set forth in
EXHIBIT B hereto.

     "CLASS B CERTIFICATE BALANCE" shall equal, initially, the Original Class B
Certificate Balance and, as of any date thereafter, shall equal the Original
Class B Certificate Balance, reduced by all amounts allocable to principal
distributed to the Class B Certificateholders on or prior to such date;
PROVIDED, HOWEVER, that on any Payment Date on or after the Payment Date on
which the Class C Certificate Balance is reduced to zero, the Class B
Certificate Balance on any Payment Date will be reduced by the amount, if any,
necessary to cause it to equal the Pool Balance as of the last day of the
related Collection Period after taking into account all required distributions,
deposits and withdrawals to be made on such Payment Date.

     "CLASS B CERTIFICATE FACTOR" means, as of any Payment Date, a seven-digit
decimal figure equal to the Class B Certificate Balance as of the close of
business on such Payment Date divided by the Original Class B Certificate
Balance.

     "CLASS B DISTRIBUTABLE AMOUNT" means, with respect to any Payment Date,
the sum of the Class B Principal Distributable Amount and the Class B
Interest Distributable Amount.

     "CLASS B INTEREST CARRYOVER SHORTFALL" means, as of the close of business
on any Payment Date, the excess, if any, of the Class B Interest Distributable
Amount for such Payment Date plus any outstanding unpaid Class B Interest
Carryover Shortfall from the preceding Payment Date plus interest on such
outstanding unpaid Class B Interest Carryover Shortfall, to


                                      5
<PAGE>

the extent permitted by law, at the Class B Pass-Through Rate from such
preceding Payment Date through such Payment Date, over the amount of interest
that the holders of the Class B Certificates actually received on such
current Payment Date.

     "CLASS B INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the sum of (i) thirty (30) days of interest or, in the case of the initial
Payment Date, the number of days in the related Collection Period, at the Class
B Pass-Through Rate on the Class B Certificate Balance as of the close of
business on the last day of the related Collection Period, calculated on the
basis of a 360-day year consisting of twelve 30-day months, and (ii) the Class B
Interest Carryover Shortfall, if any, for the preceding Payment Date.

     "CLASS B PASS-THROUGH RATE" means ___% per annum.

     "CLASS B PERCENTAGE" means ___%.

     "CLASS B POOL FACTOR" means, as of the last day of a Collection Period, a
seven-digit decimal figure equal to the Class B Certificate Balance as of the
close of business on such day divided by the Original Pool Balance.

     "CLASS B PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of any
Payment Date, the excess, if any, of the Class B Principal Distributable Amount
plus any outstanding unpaid Class B Principal Carryover Shortfall from the
preceding Payment Date over the amount of principal that the holders of the
Class B Certificates actually received on such current Payment Date.

     "CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the Class B Percentage of the sum of: (i) the principal portion of all
payments on Receivables, including prepayments and partial prepayments of
principal, received during the related Collection Period, (ii) the aggregate
outstanding principal balance as of the beginning of the related Collection
Period of all Receivables that became Administrative Receivables or Warranty
Receivables or which the Servicer otherwise became obligated to purchase or
repurchase, in each case under obligations that arose during the related
Collection Period (without duplication of amounts referred to in clause (i)
above), and (iii) the aggregate outstanding principal balance as of the
beginning of the related Collection Period of all Receivables that became
Defaulted Receivables during the related Collection Period (without duplication
of amounts referred to in clauses (i) or (ii) above). The Class A Principal
Distributable Amount shall include (a) in the case of Precomputed Receivables,
the principal portion of all scheduled payments due during the relating
Collection Period, computed in accordance the actuarial method and (b) in the
case of Simple Interest Receivables, the principal portion of all scheduled
payments actually received during the related Collection Period, and (c) the
principal portion of all prepayments or partial prepayments on Simple Interest
Receivables and prepayments or partial prepayments on Precomputed Receivables
actually received during the related Collection Period (to the extent such
amounts are not included in (a) and (b)).

     "CLASS C CERTIFICATE" means any one of the Certificates executed by the
Trust and authenticated by the Trustee, in substantially the form set forth in
EXHIBIT C hereto.


                                      6
<PAGE>

     "CLASS C CERTIFICATE BALANCE" shall equal, initially, the Original Class C
Certificate Balance and, as of any date thereafter, shall equal the amount by
which the Pool Balance as of the last day of the related Collection Period
exceeds the sum of the Class A Certificate Balance and the Class B Certificate
Balance as of such Payment Date after taking into account all required
distributions, deposits and withdrawals to be made on such Payment Date.

     "CLASS C DISTRIBUTABLE AMOUNT" means, with respect to any Payment Date, the
sum of the Class C Principal Distributable Amount and the Class C Interest
Distributable Amount.

     "CLASS C INTEREST CARRYOVER SHORTFALL" means, as of the close of business
on any Payment Date, the excess, if any, of the Class C Interest Distributable
Amount for such Payment Date plus any outstanding unpaid Class C Interest
Carryover Shortfall from the preceding Payment Date plus interest on such
outstanding unpaid Class C Interest Carryover Shortfall, to the extent permitted
by law, at the Class C Pass-Through Rate from such preceding Payment Date
through such Payment Date, over the amount of interest that the holders of the
Class C Certificates actually received on such current Payment Date.

     "CLASS C INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the sum of (i) thirty (30) days of interest or, in the case of the initial
Payment Date, the number of days in the related Collection Period, at the Class
C Pass-Through Rate on the Class C Certificate Balance as of the close of
business on the last day of the related Collection Period, calculated on the
basis of a 360-day year consisting of twelve 30-day months, and (ii) the Class C
Interest Carryover Shortfall, if any, for the preceding Payment Date.

     "CLASS C PASS-THROUGH RATE" means __% per annum.

     "CLASS C PERCENTAGE" means __%.

     "CLASS C PRINCIPAL CARRYOVER SHORTFALL" means, as of the close of any
Payment Date, the excess, if any, of the Class C Principal Distributable Amount
plus any outstanding unpaid Class C Principal Carryover Shortfall from the
preceding Payment Date over the amount of principal that the holders of the
Class C Certificates actually received on such current Payment Date.

     "CLASS C PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Payment
Date, the Class C Percentage of the sum of: (i) the principal portion of all
payments on Receivables, including prepayments and partial prepayments of
principal, received during the related Collection Period, (ii) the aggregate
outstanding principal balance as of the beginning of the related Collection
Period of all Receivables that became Administrative Receivables or Warranty
Receivables or which the Servicer otherwise became obligated to purchase or
repurchase, in each case under obligations that arose during the related
Collection Period (without duplication of amounts referred to in clause (i)
above), and (iii) the aggregate outstanding principal balance as of the
beginning of the related Collection Period of all Receivables that became
Defaulted Receivables during the related Collection Period (without duplication
of amounts referred to in clauses (i) or (ii) above). The Class A Principal
Distributable Amount shall include (a) in the case of Precomputed Receivables,
the principal


                                      7
<PAGE>

portion of all scheduled payments due during the relating Collection Period,
computed in accordance the actuarial method and (b) in the case of Simple
Interest Receivables, the principal portion of all scheduled payments
actually received during the related Collection Period, and (c) the principal
portion of all prepayments or partial prepayments on Simple Interest
Receivables and prepayments or partial prepayments on Precomputed Receivables
actually received during the related Collection Period (to the extent such
amounts are not included in (a) and (b)).

     "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934.

     "CLEARING AGENCY PARTICIPANT" means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "CODE" the Internal Revenue Code of 1986 as amended.

     "COLLECTION ACCOUNT" means the account designated as such established and
maintained pursuant to Section 5.01 of this Agreement.

     "COLLECTION PERIOD" means, with respect to any Payment Date, the calendar
month immediately preceding the month in which such Payment Date occurs (or, in
the case of the first Payment Date, the period of time since the Cutoff Date
through the day of the calendar month immediately preceding the month in which
the first Payment Date occurs).

     "CONTROLLING CLASS OF CERTIFICATES" means, with respect to the
Certificates, (i) first, until the Class A Certificate Balance has been reduced
to zero, the Class A Certificates, (ii) second, until the Class B Certificate
has been reduced to zero, the Class B Certificates, and (iii) thereafter, the
Class C Certificates.

     "CORPORATE TRUST OFFICE" means the principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the date of the execution of this Agreement is located at
[_________________________________]; or at such other address as the Trustee may
designate from time to time by notice to the Certificateholder and the Seller,
or the principal corporate trust office of any successor Trustee (of which
address such successor Trustee will notify the Certificateholders and the
Seller).

     "CUSTODIAN" means the party named as such in the Custody and Pledge
Agreement.

     "CUSTODY AND PLEDGE AGREEMENT" means the agreement, dated as of the date of
this Agreement, between [________________________,] substantially in the form
attached hereto as EXHIBIT E.

     "CUTOFF DATE" means [___________________.]

     "DAMAGES" shall have the meaning specified in Section 9.02 of this
Agreement.


                                      8
<PAGE>

     "DEALER" means the dealer of automobile, mini-vans and/or sport utility
vehicles, who sold a Financed Vehicle and who originated and assigned such
Receivable relating to the Financed Vehicle to AHFC under an existing agreement
between such dealer and AHFC.

     "DEALER RECOURSE" means, with respect to a Receivable, all recourse rights
against the Dealer which originated the Receivable, and any successor Dealer.

     "DEFAULTED RECEIVABLE" means a Receivable (other than an Administrative
Receivable or a Warranty Receivable) as to which (i) all or any part of a
Scheduled Payment is 120 days or more past due and the Servicer has not
repossessed the related Financed Vehicle or (ii) the Servicer has in accordance
with its customary servicing procedures, determined that eventual payment in
full is unlikely and either repossessed and liquidated the related Financed
Vehicle or repossessed and held the related Financed Vehicle in its repossession
inventory for 90 days, whichever occurs first.

     "DEFINITIVE CERTIFICATES" shall have the meaning specified in Section 7.08
of this Agreement.

     "DELIVERY" when used with respect to Reserve Fund Property means:

     (a) with respect to bankers' acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute "instruments"
within the meaning of Section 9-105(1)(i) of the UCC and are susceptible of
physical delivery, transfer thereof to the Custodian by physical delivery to the
Custodian indorsed to, or registered in the name of, the Custodian or indorsed
in blank, and, with respect to a certificated security (as defined in Section
8-102 of the UCC), transfer thereof (i) by delivery of such certificated
security to the Custodian or by delivery of such certificated security to a
securities intermediary (as defined in Section 8-102(a)(14) of the UCC) indorsed
to, or registered in the name of, the Custodian or indorsed in blank (as defined
in Section 8-304 of the UCC) and the making by such securities intermediary of
entries on its books and records identifying such certificated securities as
belonging to the Custodian and the sending by such securities intermediary of a
confirmation of the purchase of such certificated security by the Custodian, or
(ii) by delivery thereof to a "clearing corporation" (as defined in section
8-102(a)(5) of the UCC) and the making by such clearing corporation of
appropriate entries on its books reducing the appropriate securities account of
the transferor and increasing the appropriate securities account of a securities
intermediary by the amount of such certificated security, the identification by
the clearing corporation of the certificated securities for the sole and
exclusive account of the securities intermediary, the maintenance of such
certificated securities by such clearing corporation or its nominee subject to
the clearing corporation's exclusive control, the sending of a confirmation by
the securities intermediary of the purchase by the Custodian of such securities
and the making by such securities intermediary of entries on its books and
records identifying such certificated securities as belonging to the Custodian
(all of the foregoing, "Physical Property"), and, in any event, any such
Physical Property in registered form shall be in the name of the Custodian or
its nominee; and such additional or alternative procedures as may hereafter
become appropriate to effect the complete transfer of ownership of any such
Reserve Fund Property to the Custodian, consistent with changes in applicable
law or regulations or the interpretation thereof;


                                      9
<PAGE>

     (b) with respect to any security issued by the U.S. Treasury, the Federal
Home Loan Mortgage Corporation or by the Federal National Mortgage Association
that is a book-entry security held through the Federal Reserve System pursuant
to Federal book-entry regulations, the following procedures, all in accordance
with applicable law, including applicable federal regulations and Articles 8 and
9 of the UCC: book-entry registration of such Reserve Fund Property to an
appropriate book-entry account maintained with a Federal Reserve Bank by a
securities intermediary which is also a "depositary" pursuant to applicable
federal regulations and issuance by such securities intermediary of a deposit
advice or other written confirmation of such book-entry registration to the
Custodian of the purchase by the Custodian of such book-entry securities; the
making by such securities intermediary of entries in its books and records
identifying such book-entry security held through the Federal Reserve System
pursuant to Federal book-entry regulations as belonging to the Custodian and
indicating that such securities intermediary holds such Reserve Fund Property
solely as agent for the Custodian; and such additional or alternative procedures
as may hereafter become appropriate to effect complete transfer of ownership of
any such Reserve Fund Property to the Custodian, consistent with changes in
applicable law or regulations or the interpretation thereof; and

     (c) with respect to any item of Reserve Fund Property that is an
uncertificated security under Article 8 of the UCC and that is not governed by
clause (b) above, registration on the books and records of the issuer thereof in
the name of the securities intermediary, the sending of a confirmation by the
securities intermediary of the purchase by the Custodian of such uncertificated
security and the making by such securities intermediary of entries on its books
and records identifying such uncertificated certificates as belonging to the
Custodian.

     "DEPOSITORY AGREEMENT" means the agreement dated as of the date of this
Agreement, among the Seller, the Custodian and the initial Clearing Agency,
substantially in the form attached hereto as EXHIBIT D.

     "DETERMINATION DATE" means, with respect to any Payment Date, the tenth
calendar day of each calendar month, or if such tenth calendar day of the month
in which such Payment Date occurs, if such day is not a Business Day, the
immediately succeeding Business Day.

     "ELIGIBLE INVESTMENTS" means, at any time, any one or more of the following
obligations and securities:

          (i) obligations of, and obligations fully guaranteed as to timely
     payment of principal and interest by, the United States or any agency
     thereof, provided such obligations are backed by the full faith and credit
     of the United States;

          (ii) general obligations of or obligations guaranteed by FNMA, any
     state of the United States, the District of Columbia or the Commonwealth of
     Puerto Rico then rated the highest available credit rating of each Rating
     Agency for such obligations;

          (iii) securities bearing interest or sold at a discount issued by any
     corporation incorporated under the laws of the United States or any state
     thereof, the District of Columbia or the Commonwealth of Puerto Rico, so
     long as at the time of such investment


                                     10
<PAGE>

     or contractual commitment providing for such investment either (A) the
     long-term unsecured debt of such corporation has the highest available
     credit rating from each Rating Agency for such obligations or the
     commercial paper or (B) the Trustee shall have received a letter from each
     Rating Agency to the effect that such investment would not result in the
     qualification, downgrading or withdrawal of the ratings then assigned to
     any of the Certificates;

          (iv) certificates of deposit issued by any depository institution or
     trust company (including the Trustee) incorporated under the laws of the
     United States or any state thereof, the District of Columbia or the
     Commonwealth of Puerto Rico and subject to supervision and examination by
     banking authorities of one or more of such jurisdictions, provided that the
     short-term unsecured debt obligations of such depository institution or
     trust company has the highest available credit rating of each Rating Agency
     for such obligations;

          (v) certificates of deposit issued by any bank, trust company, savings
     bank or other savings institution and fully insured by the FDIC (or if such
     investment will mature after more than one month, the long-term, unsecured
     debt of the issuer has the highest available rating from each Rating
     Agency);

          (vi) repurchase obligations held by the Trustee that are acceptable to
     the Trustee with respect to any security described in clauses (i) or (ii)
     hereof or any other security issued or guaranteed by any other agency or
     instrumentality of the United States, in either case entered into with a
     federal agency or a depository institution or trust company (acting as
     principal) described in clause (iv) above;

          (vii) money market funds so long as such funds are rated "Aaa" by
     Moody's (so long as Moody's is a Rating Agency) and "AAAm" by Standard &
     Poor's (so long as Standard & Poor's is a Rating Agency), including any
     such fund for which the Trustee or an Affiliate thereof serves as an
     investment advisor, administrator, shareholder servicing agent and/or
     custodian or subcustodian, and notwithstanding that (i) such Person charges
     and collects fees and expenses from such funds for services rendered, (ii)
     such Person charges and collects fees and expenses for services rendered
     pursuant to this Agreement or the Securities Account Control Agreement and
     (iii) services performed for such funds and pursuant to any such agreement
     may converge at any time. Each of the Seller and the Servicer hereby
     specifically authorizes the Trustee, Securities Intermediary or an
     Affiliate thereof to charge and collect all fees and expenses from such
     funds for services rendered to such funds, in addition to any fees and
     expenses such Person may charge and collect for services rendered pursuant
     to any such Agreement; and

          (viii) such other investments acceptable to each Rating Agency in
     writing as will not result in the qualification, downgrading or withdrawal
     of the ratings then assigned to any Rated Securities by such Rating Agency;

provided that each of the foregoing investments shall mature no later than the
Deposit Date immediately following the date of purchase (other than in the case
of the investment of monies in instruments of which the entity at which the
related Account or the Certificate Account, as the


                                      11
<PAGE>

case may be, is located is the obligor, which may mature on the related
Payment Date), and shall be required to be held to such maturity.

     None of the foregoing will be considered a Eligible Investment if:

     it constitutes a certificated security, bankers' acceptance, commercial
paper, negotiable certificate of deposit or other obligation that constitutes
"financial assets" within the meaning of Section 8-102(a)(9)(c) of the UCC
unless a security entitlement with respect to such Eligible Investment has been
created, in favor of the Trustee, as appropriate, in accordance with Section
8-501(b) of the UCC and the related securities intermediary has agreed not to
comply with entitlement orders of any secured party other than the Seller or the
Trustee, as the case may be; or

                  it constitutes a book-entry security held through the Federal
Reserve System pursuant to federal book-entry regulations, unless, in accordance
with applicable law, (A) a book-entry registration thereof is made to an
appropriate book-entry account maintained with a Federal Reserve Bank by the
Trustee or Securities Intermediary, as appropriate, or by a custodian therefor,
(B) a deposit advice or other written confirmation of such book-entry
registration is issued to such Person, (C) any such custodian makes entries in
its books and records identifying that such book-entry security is held through
the Federal Reserve System pursuant to federal book-entry regulations and
belongs to such trustee and indicating that such custodian holds such Eligible
Investment solely as agent for the Securities Intermediary or Trustee, as
appropriate, (D) Securities Intermediary or Trustee, as appropriate, makes
entries in its books and records establishing that it holds such security solely
in such capacity, and (E) any additional or alternative procedures as may
hereafter become necessary to effect complete transfer of ownership thereof to
such trustee are satisfied, consistent with changes in applicable law or
regulations or the interpretation thereof.

     Notwithstanding anything to the contrary contained in this definition, no
Eligible Investment may be purchased at a premium and no Eligible Investment
shall be an "interest only" instrument.

     For purposes of this definition, any reference to the highest available
credit rating of an obligation shall mean the highest available credit rating
for such obligation (excluding any "+" signs associated with such rating), or
such lower credit rating (as approved in writing by each Rating Agency) as will
not result in the qualification, downgrading or withdrawal of the rating then
assigned by such Rating Agency to any of the Certificates. Also for purposes of
this definition, any reference to a Rating Agency refers only to a Rating Agency
that has, at the request of AHFC, rated the Certificates.

     "EVENT OF DEFAULT" means an event specified in Section 10.01 of this
Agreement.

     "EXCESS AMOUNTS" means, with respect to each Payment Date, all interest
collections on or in respect of the Receivables on deposit in the Certificate
Account in respect of such Payment Date, after making the distributions to the
Servicer and the Certificateholders pursuant to Section 5.06(c).


                                      12
<PAGE>

     "EXCESS PROCEEDS" shall have the meaning assigned to such term in Section
8.06(b)(ii).

     "FINAL SCHEDULED PAYMENT DATE" means _______________.

     "FINANCED VEHICLE" means, with respect to any retail installment sale
contract, the related new or used Honda or Acura motor vehicle, together with
all accessions thereto, securing the related Obligor's indebtedness under such
retail installment sale contract.

     "FITCH" means, Fitch Investors Service, Inc., or its successors.

     "INTEREST RATE" means _______________.

     "LIEN" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than, in the case of a Financed Vehicle, tax
liens, mechanics' liens and any liens that attach to a Receivable or any
property, as the context may require, by operation of law.

     "LIQUIDATED RECEIVABLE" means a Receivable that (i) has been the subject of
a Prepayment in full or (ii) has been paid in full or the final amounts in
respect of such payment have been paid with respect to a Defaulted Receivable,
regardless of whether all or any part of such payment has been made by the
Obligor under such Receivable, the Seller pursuant to this Agreement, AHFC
pursuant to the Purchase Agreement, the Servicer pursuant hereto, an insurer
pursuant to an Insurance Policy or otherwise.

     "MONTHLY REMITTANCE CONDITION" shall have the meaning assigned to such term
in Section 5.02 of this Agreement.

     "MOODY'S" means Moody's Investors Service, Inc.

     "NET LIQUIDATION PROCEEDS" means the monies collected from whatever source
on a Liquidated Receivable, net of the sum of any expenses incurred by the
Servicer in accordance with its customary servicing procedures in connection
with the liquidation, including amounts received in subsequent Collection
Periods, plus any amounts required by law to be remitted to the Obligor.

     "NONRECOVERABLE ADVANCE" means any Outstanding Advance with respect to (i)
any Defaulted Receivable or (ii) any Receivable as to which the Servicer
determines that any recovery from payments made on or with respect to such
Receivable is unlikely.

     "OBLIGOR" on a Receivable means the purchaser or co-purchasers of the
related Financed Vehicle purchased in part or in whole by the execution and
delivery of a retail installment contract or any other Person who owes or may be
liable for payments under such retail installment contract.

     "OFFICER'S CERTIFICATE" means a certificate signed by the President, Vice
President of Finance, the Treasurer or any Assistant Secretary of the Seller or
the Servicer, as case may be.


                                      13

<PAGE>

                  "OPINION OF COUNSEL" means a written opinion of counsel who
may but need not be counsel to the Seller or Servicer, and who shall be
reasonably acceptable to the Trustee.

                  "OPTIONAL PURCHASE PERCENTAGE" shall be 10.00%.

                  "ORIGINAL CLASS A CERTIFICATE BALANCE" means
$[_________________].

                  "ORIGINAL CLASS B CERTIFICATE BALANCE" means
$[_________________].

                  "ORIGINAL CLASS C CERTIFICATE BALANCE" mans
$[__________________].

                  "ORIGINAL POOL BALANCE" means $[_________________], the
aggregate Principal Balance of the Receivables on the Cutoff Date.

                  "OUTSTANDING ADVANCES" on a Receivable means the sum, as of
the close of business on the last day of a Collection Period, of all Advances as
reduced by payments made as specified in Sections 5.04(a), 5.04(b) and 5.04(c)
of this Agreement, as applied to reimburse all unpaid Advances with respect to
such Receivable.

                  "PASS-THROUGH RATE" means the Class A Pass-Through Rate, the
Class B Pass-Through Rate or the Class C Pass-Through Rate.

                  "PAYAHEAD ACCOUNT" means the account designated as such and
established and maintained pursuant to this Agreement.

                  "PAYMENT AHEAD" means, with respect to a Precomputed
Receivable and a Collection Period, any Excess Payment (not representing
prepayment in full of such Precomputed Receivable) which the Servicer, in
accordance with its customary servicing practices, will apply towards the
payment of Scheduled Payments due in one or more future Collection Periods.

                  "PAYMENT DATE" means, for a Collection Period, the fifteenth
calendar day of the next succeeding calendar month, or if such day is not a
Business Day, the next succeeding Business Day, commencing

[------------------].

                  "PERSON" means any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated organization or government or any agency or
political subdivision thereof.

                  "PLAN" shall have the meaning assigned to such term in Section
7.03(b) of this Agreement.

                  "POOL BALANCE" as of any day means the aggregate Principal
Balance of the Receivables (excluding Administrative Receivables, Warranty
Receivables and Defaulted Receivables) as of the close of business on such day.

                  "POOL FACTOR" for a particular Class of Certificates and any
Payment Date means a seven-digit decimal figure indicating the principal amount
of the Certificate Balance of such


                                       14
<PAGE>

Class of Certificates as of the close of business on the last day of the related
Collection Period as a fraction of the Original Pool Balance.

                  "PRECOMPUTED ADVANCE" shall have the meaning assigned to such
term in Section 5.04 of this Agreement.

                  "PRECOMPUTED RECEIVABLE" means any Rule of 78s Receivable or
Actuarial Receivable.

                  "PRINCIPAL BALANCE" means, with respect to any Receivable as
of any date, the Amount Financed minus the sum of the following amounts: (i) in
the case of a Precomputed Receivable, that portion of all Scheduled Payments due
on or prior to such date allocable to principal, computed in accordance with the
actuarial method, (ii) in the case of a Simple Interest Receivable, that portion
of all Scheduled Payments actually received on or prior to such date allocable
to principal, computed in accordance with the simple interest method, (iii) any
Warranty Purchase Payment or Administrative Purchase Payment with respect to
such Receivable allocable to principal and (iv) any Prepayments or other
payments applied to reduce the unpaid principal balance of such Receivable.

                  "PURCHASE AGREEMENT" means that certain purchase agreement,
dated as of the date of this Agreement, between AHFC and the Seller, relating to
the purchase by the Seller from AHFC of the Receivables.

                  "RATING AGENCY" means, Fitch, Moody's and Standard & Poor's.

                  "RECEIVABLE" means any retail installment contract [or
conditional sale contract] executed by an Obligor in respect of a Financed
Vehicle, and all proceeds thereof and payments thereunder, [which Receivable
shall be identified in a Schedule of Receivables.]

                  "RECEIVABLE FILES" means the documents specified in Section
3.03 of this Agreement.

                  "RECEIVABLES SYSTEMS" shall have the meaning assigned to such
term in Section 9.01(vii) of this Agreement.

                  "RECORD DATE" means, with respect to ________ any Class of
Certificates and each Payment Date, the calendar day immediately preceding such
Payment Date or, if Definitive Notes representing any Class of Certificates have
been issued, the last day of the month immediately preceding the month in which
such Payment Date occurs. Any amount stated "as of a Record Date" or "on a
Record Date" shall give effect to (i) all applications of collections, and or to
the related Obligor, as the case may be, in each case as determined as of the
opening of business on the related Record Date.

                  "REQUIRED DEPOSIT RATING" means the short-term credit rating
of the related entity is at least equal to Prime-1 by Moody's and A-1+ by
Standard & Poor's.


                                       15
<PAGE>

                  "RESERVE FUND" means the account established and maintained
pursuant to Custody and Pledge Agreement for the benefit of the Holders of the
[Class __ Certificates and the Class __ Certificates].

                  "RESERVE FUND INITIAL DEPOSIT" means $[_______________].

                  "RESERVE FUND PROPERTY" shall have the meaning set forth in
the Custody and Pledge Agreement.

                  "RESIDUAL CERTIFICATE" shall have the meaning assigned to such
term in Section 7.01 of this Agreement.

                  "REQUIRED RATE" means, with respect to each Collection Period,
the sum of the Servicing Fee Rate and Interest Rate.

                  "RULE OF 78s RECEIVABLE" means any Receivable which provides
for the allocation of payments according to the "sum of periodic balances" or
"sum of monthly payments" method.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SCHEDULED PAYMENT" means, with respect to any Payment Date
and to a Receivable, the payment set forth in such Receivable as due from the
Obligor in the related Collection Period; provided, however, that in the case of
the first Collection Period, the Scheduled Payment will include all such
payments due from the Obligor on or after the Cutoff Date.

                  "SELLER" means American Honda Receivables Corp., a California
corporation, as the seller under this Agreement, its successors and assigns.

                  "SERVICER" means AHFC, a California corporation, as servicer
under this Agreement, its successors and assigns.

                  "SERVICER'S CERTIFICATE" means a certificate completed and
executed on behalf of the Servicer by the President, any Vice President, the
Chief Financial Officer, the Treasurer or any Assistant Treasurer of the
Servicer pursuant to Section 4.09 of this Agreement.

                  "SERVICING FEE RATE" means 1.00% per annum.

                  "SIMPLE INTEREST ADVANCE" shall have the meaning assigned to
such term in Section 5.04.

                  "SIMPLE INTEREST METHOD" means the method of allocating a
fixed level payment to principal and interest pursuant to which the portion of
such payment that is allocated to interest is equal to the product of the fixed
rate of interest multiplied by the unpaid principal balance, multiplied by the
quotient obtained by calculating the period of time elapsed since the preceding
payment of interest was made and dividing such period of time by 365.


                                       16
<PAGE>

                  "SIMPLE INTEREST RECEIVABLE" means any Receivable which
provides for the allocation of payments according to the Simple Interest Method.

                  "SPECIFIED RESERVE FUND BALANCE" with respect to any Payment
Date shall mean $_____________; PROVIDED, HOWEVER, that if on any Payment Date
(i) the annualized average for the preceding three Collection Periods (or such
shorter number of Collection Periods as have elapsed since the Cutoff Date) of
the percentage equivalents of the ratios of net losses (I.E., the net balances
of all Receivables which are determined to be uncollectible in the related
Collection Period, less any Net Liquidation Proceeds with respect to such
Receivables from that or prior Collection Periods) to the Pool Balance as of the
first day of each such Collection Period exceeds ___%, or (ii) the average for
the preceding three Collection Periods (or such shorter number of Collection
Periods as have elapsed since the Cutoff Date) of the percentage equivalents of
the ratios of the number of Receivables that are delinquent 60 days or more to
the outstanding number of Receivables exceeds ___%, then the Specified Reserve
Fund Balance for such Payment Date (and for each succeeding Payment Date until
the relevant averages have not exceeded the specified percentages in clauses (i)
and (ii) above for three successive Payment Dates) shall be a dollar amount
equal to (x) __% of the Pool Balance as of the first day of the related
Collection Period minus (y) the excess of the Pool Balance over the sum of the
Class A Certificate Balance and the Class B Certificate Balance as of the
opening of business of the first day of such Collection Period, but in no event
shall the Specified Reserve Fund Balance be more than $_____________ or less
than $_____________; and PROVIDED FURTHER, that on any Payment Date on which the
aggregate balance of the Class A Certificates and the Class B Certificates is
$______________ or less, after giving effect to the distributions on such
Payment Date, the Specified Reserve Fund Balance shall be the greater of the
balance described above and $______________.

                  "STANDARD & POOR'S" means Standard & Poor's Ratings Group, a
division of The McGraw-Hill Companies, Inc.

                  "STATE" means any state or commonwealth of the United States
of America or the District of Columbia.

                  "SUPPLEMENTAL SERVICING FEE" means any interest earned on
investment of the monies on deposit in the Accounts (other than the Yield
Supplement Account and the Reserve Fund) during a Collection Period, net of any
investment expenses and losses from such investments, plus all late fees,
prepayment charges and other administrative fees and expenses or similar charges
allowed by applicable law with respect to the Receivables, including, in the
case of a Rule of 78s Receivable and that is prepaid in full, the difference
between the Principal Balance of a Rule of 78s Receivable, minus the Principal
Balance of such Receivable computed according to the actuarial method (plus
accrued interest to the date of prepayment), received by the Servicer during
such Collection Period.

                  "TOTAL AVAILABLE AMOUNT" means, for each Payment Date, the sum
of the Available Interest and the Available Principal.

                  "TOTAL SERVICING FEE" means the sum of the Base Servicing Fee
and the Supplemental Servicing Fee.


                                       17
<PAGE>

                  "TRUST" means the Honda Auto Receivables [_______] Grantor
Trust created hereunder, the estate of which shall consist of the Receivables
(other than Warranty Receivables for which the Seller has paid the Warranty
Purchase Payment in accordance with Section 3.02 and Administrative Receivables
for which the Servicer has paid the Administrative Purchase Payment in
accordance with Section 4.07), and all monies paid thereon, and all monies
accrued thereon, on or after the Cutoff Date; security interests in the Financed
Vehicles and any accessions thereto; funds deposited in the Collection Account
and the Certificate Account (other than investment earnings thereon); all
property (including the right to receive Net Liquidation Proceeds) that shall
have secured a Receivable and that shall have been acquired by or on behalf of
the Trustee; proceeds from claims on any physical damage, credit life or
disability insurance policies covering Financed Vehicles or Obligors; all Dealer
Recourse; all right, title and interest of the Seller in and to the Purchase
Agreement, the Yield Supplement Agreement and the Custody and Pledge Agreement;
certain rebates of premiums and other amounts relating to certain insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and the proceeds of any and all of the foregoing.

                  "TRUSTEE" means the Person acting as Trustee under this
Agreement (which initially shall be ______________________________________), its
successor in interest, and any successor trustee appointed pursuant to Section
11.11.

                  "TRUSTEE OFFICER" means, with respect to the Trustee, any
officer assigned to the Corporate Trust Division (or any successor thereto),
including any Vice President, Assistant Vice President, Trust Officer, any
Assistant Secretary, or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of the Trust.

                  "TRUSTEE'S CERTIFICATE" means a certificate completed and
executed on behalf of the Trustee by a Trustee Officer pursuant to Section
11.02, substantially in the form of, in the case of assignment to the Seller,
EXHIBIT F-1 and, in the case of an assignment to the Servicer, EXHIBIT F-2.

                  "UCC" means the Uniform Commercial Code as in effect in the
relevant jurisdiction.

                  "USAP" shall have the meaning assigned to such term in Section
4.11.

                  "WARRANTY PURCHASE PAYMENT" means, with respect to a Payment
Date and to a Warranty Receivable repurchased by the Seller as of the end of the
related Collection Period, which Receivable is (i) a Precomputed Receivable, (a)
the sum of (1) all Scheduled Payments on such Receivable due after the last day
of such Collection Period, (2) all past due Scheduled Payments for which an
Advance has not been made, (3) all Outstanding Advances made in respect of such
Receivable and (4) an amount equal to any reimbursement of Outstanding Advances
made with respect to such Receivable minus (b) the sum of (1) all Payments Ahead
in respect of such Warranty Receivable held by the Servicer or on deposit in the
Payahead Account, (2) any Rebate and (3) any proceeds of the liquidation of such
Receivable previously received (to the extent applied to reduce the Principal
Balance of such Receivable) or (ii) a Simple Interest Receivable, the sum of (a)
the unpaid principal balance owed by the related Obligor in respect of


                                       18
<PAGE>

such Receivable and (b) interest on such unpaid principal balance at a rate
equal to the sum of the Required Rate to the last day of such Collection Period.

                  "WARRANTY RECEIVABLE" means a Receivable which the Seller is
required to be repurchased pursuant to Section 3.02 of this Agreement.

                  "YIELD SUPPLEMENT ACCOUNT" means the account designated as
such and established and maintained pursuant to Section 6.01 of this Agreement.

                  "YIELD SUPPLEMENT AGREEMENT" means the agreement, dated as of
the date of this Agreement, between [_________________________,] substantially
in the form attached hereto as EXHIBIT G.

                  "YIELD SUPPLEMENT AMOUNT" means, with respect to any
Collection Period and the related Deposit Date, the aggregate amount by which
one month's interest on the Principal Balance as of the first day of such
Collection Period of each Discount Receivable (other than a Discount Receivable
that is a Defaulted Receivable) at a rate equal to the Required Rate, exceeds
one month's interest on such Principal Balance at the APR of each such
Receivable.

                  "YIELD SUPPLEMENT DEPOSIT" means, with respect to any Payment
Date, the amount by which (i) the aggregate amount of one month's interest on
the principal balance as of the first day of that Collection Period of each
Yield Supplemented Receivable (other than any Yield Supplemented Receivable
which has become a Liquidated Receivable, after the Collection Period in which
such Yield Supplemented Receivable became a Liquidated Receivable) at a rate
equal to the Required Rate exceeds (ii) the aggregate amount of one month's
interest on that principal balance of each Yield Supplemented receivable, each
calculated at such Yield Supplemented Receivable's APR.

                  "YIELD SUPPLEMENTED RECEIVABLE" means any Receivable that has
an APR less than the Required Rate.


         SECTION 1.02. USAGE OF TERMS. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments, amendments and restatements and supplements thereto or
changes therein entered into in accordance with their respective terms and not
prohibited by this Agreement; references to Persons include their permitted
successors and assigns; references to laws include their amendments and
supplements, the rules and regulations thereunder and any successors thereto;
and the term "including" means "including without limitation."

         SECTION 1.03. CUTOFF DATE AND RECORD DATE. All references to the Record
Date prior to the first Record Date in the life of the Trust shall be to the
Cutoff Date.

         SECTION 1.04. SECTION REFERENCES. All section references shall be to
Sections in this Agreement.


                                       19
<PAGE>

                                   ARTICLE II

                                    THE TRUST

         SECTION 2.01. CREATION OF TRUST. Upon the execution of this Agreement
by the parties hereto, there is hereby created the Trust.

         SECTION 2.02. CONVEYANCE OF RECEIVABLES. In consideration of the
Trustee's delivery to, or upon the order of, the Seller of Certificates in an
aggregate amount equal to the Original Pool Balance, the Seller does hereby
irrevocably sell, transfer, assign and otherwise convey to the Trustee, in trust
for the benefit of the Certificateholders, without recourse (subject to the
obligations herein):

                           (i)      all right, title, and interest of the Seller
         in and to the Receivables listed in SCHEDULE A hereto and all monies
         due thereon or paid thereunder or in respect thereof (including
         proceeds of the repurchase of Receivables by the Seller pursuant to
         Section 3.02 or the purchase of Receivables by the Servicer pursuant to
         Section 4.07 or 12.02) on or after the Cutoff Date;

                           (ii)     amounts on deposit in the accounts
         established for the Trust;

                           (iii)    the right of the Seller in the security
         interests in the Financed Vehicles granted by Obligors pursuant to the
         Receivables and any related property;

                           (iv)     the right of the Seller in all proceeds from
         claims on any physical damage, credit life, credit disability or other
         insurance policies covering the Financed Vehicles or the Obligors;

                           (v)      the right of the Seller through AHFC in any
         Dealer Recourse;

                           (vi)     the right of the Seller under this
         Agreement, the Yield Supplement Agreement, the Purchase Agreement and
         the Custody and Pledge Agreement;

                           (vii)    the right of the Seller to realize upon any
         property (including the right to receive future Net Liquidation
         Proceeds) that shall have secured a Receivable;

                           (viii)   the right of the Seller in rebates of
         premiums and other amounts relating to insurance policies and other
         items financed under the Receivables in effect as of the Cutoff Date;

                           (ix)     all other assets comprising the corpus of
         the Trust; and

                           (x)      all proceeds of the foregoing.

                  Concurrently therewith and in exchange therefor, the Trustee
shall deliver to, or to the order of, the Seller the Certificates.


                                       20
<PAGE>

         SECTION 2.03. ACCEPTANCE BY TRUSTEE. The Trustee does hereby accept all
consideration conveyed by the Seller pursuant to Section 2.02, and declares that
the Trustee shall hold such consideration upon the trust herein set forth for
the benefit of all present and future Certificate Owners, subject to the terms
and provisions of this Agreement.

         SECTION 2.04. CHARACTERIZATION. Although the parties hereto intend that
the transfer and assignment contemplated by this Agreement be a sale, if such
transfer and assignment is deemed to be other than a sale, the parties intend
that all filings described in this Agreement shall give the Trustee on behalf of
the Trust a first priority perfected security interest in, to and under the
Receivables and other property conveyed hereunder and all proceeds of any of the
foregoing. This Agreement shall be deemed to be the grant of a security interest
from the Seller to the Trustee on behalf of the Trust, and the Trustee on behalf
of the Trust shall have all the rights, powers and privileges of a secured party
under the UCC.

                                   ARTICLE III

                                 THE RECEIVABLES

         SECTION 3.01. REPRESENTATIONS AND WARRANTIES OF SELLER. The Seller
makes the following representations and warranties as to the Receivables on
which the Trustee relies in accepting the Receivables in trust and executing and
authenticating the Certificates. Such representations and warranties speak as of
the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Receivables to the Trust in accordance with the
terms hereof:

                           (i)      CHARACTERISTICS OF RECEIVABLES. Each
         Receivable (a) has been originated in the United States of America by a
         Dealer for the retail sale of a Financed Vehicle in the ordinary course
         of such Dealer's business, has been fully and properly executed by the
         parties thereto, has been purchased by the Seller from AHFC pursuant to
         the Purchase Agreement, which in turn has purchased such Receivables
         from such Dealer under an existing dealer agreement with AHFC, and has
         been validly assigned by such Dealer to AHFC, which in turn has been
         validly assigned pursuant to the Purchase Agreement by AHFC to the
         Seller in accordance with its terms, (b) created a valid, subsisting
         and enforceable security interest in favor of AHFC in such Financed
         Vehicle, which security interest has been assigned pursuant to the
         Purchase Agreement by AHFC to the Seller, which in turn has been
         assigned by the Seller to the Trustee in accordance with the terms
         hereof, (c) contains customary and enforceable provisions such that the
         rights and remedies of the holder thereof are adequate for realization
         against the collateral of the benefits of the security, and (d)
         provides for level monthly payments (provided that the payment in the
         first or last month in the life of the Receivable may be minimally
         different from the level payment) that fully amortize the Amount
         Financed over an original term of no greater than [____] months and
         yield interest at the related Annual Percentage Rate.

                           (ii)     SCHEDULE OF RECEIVABLES. The information set
         forth in SCHEDULE A to this Agreement was true and correct in all
         material respects as of the opening of business on the Cutoff Date; the
         Receivables were selected at random from AHFC's


                                       21
<PAGE>

         retail installment sale contracts meeting the criteria of the Trust set
         forth in this Agreement; and no selection procedures believed to be
         adverse to the Certificateholders were utilized in selecting the
         Receivables.

                           (iii)    COMPLIANCE WITH LAW. Each Receivable and the
         sale of the Financed Vehicle complied at the time it was originated or
         made and at the execution of this Agreement complies in all material
         respects with all requirements of applicable federal, state and local
         laws, and regulations thereunder, including usury laws, the Federal
         Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
         Reporting Act, the Fair Debt Collection Practices Act, the Federal
         Trade Commission Act, the Magnuson-Moss Warranty Act, the Soldiers and
         Sailors Civil Relief Act of 1940, the Federal Reserve Board's
         Regulations B, M and Z, and state adaptations of the National Consumer
         Credit Protection Act and of the Uniform Consumer Credit Code, state
         "Lemon Laws" designed to prevent fraud in the sale of automobiles and
         other consumer credit laws and equal credit opportunity and disclosure
         laws.

                           (iv)     BINDING OBLIGATION. Each Receivable
         represents the genuine, legal, valid and binding payment obligation in
         writing of the Obligor, enforceable by the holder thereof in accordance
         with its terms, subject to the effect of bankruptcy, insolvency,
         reorganization, moratorium or other similar laws affecting creditors'
         rights generally and by general equitable principles.

                           (v)      SECURITY INTEREST IN FINANCED VEHICLE. (a)
         Immediately prior to the sale, assignment and transfer thereof to the
         Trustee, each Receivable was secured by a validly perfected first
         priority security interest in the Financed Vehicle in favor of AHFC as
         secured party or all necessary and appropriate actions shall have been
         commenced that would result in the valid perfection of a first priority
         security interest in the Financed Vehicle in favor of AHFC as secured
         party, and (b) as of the Cutoff Date, according to the records of AHFC,
         no Financed Vehicle has been repossessed and not reinstated.

                           (vi)     RECEIVABLES IN FORCE. No Receivable has been
         satisfied, subordinated or rescinded, nor has any Financed Vehicle been
         released from the lien granted by the related Receivable in whole or in
         part.

                           (vii)    NO WAIVER. No provision of a Receivable has
         been waived in a manner that is prohibited by the provisions of Section
         4.01 or that would cause such Receivable to fail to meet all of the
         other requirements and warranties made by the Seller herein with
         respect thereto.

                           (viii)   NO DEFENSES. No Receivable is subject to any
         right of rescission, setoff, counterclaim or defense, including the
         defense of usury, and the operation of any of the terms of any
         Receivable, or the exercise of any right thereunder, will not render
         such Receivable unenforceable in whole or in part or subject such
         Receivable to any right of rescission, setoff, counterclaim or defense,
         including the defense of usury, and no such right of rescission,
         setoff, counterclaim or defense has been asserted with respect thereto.


                                       22
<PAGE>

                           (ix)     NO LIENS. To the Seller's knowledge, no
         liens have been filed for work, labor or materials relating to a
         Financed Vehicle that shall be liens prior to, or equal or coordinate
         with, the security interest in the Financed Vehicle granted by the
         Receivable.

                           (x)      NO DEFAULT. Except for payment defaults
         continuing for a period of not more than [30] days as of the Cutoff
         Date, no default, breach, violation or event permitting acceleration
         under the terms of any Receivable has occurred; and no continuing
         condition that with notice or the lapse of time would constitute a
         default, breach, violation or event permitting acceleration under the
         terms of any Receivable has arisen (other than deferrals and waivers of
         late payment charges or fees permitted hereunder).

                           (xi)     INSURANCE. AHFC, in accordance with its
         customary procedures, has determined at the time of origination of each
         Receivable that the related Obligor has agreed to obtain physical
         damage insurance covering the Financed Vehicle and the Obligor is
         required under the terms of the related Receivable to maintain such
         insurance.

                           (xii)    TITLE. It is the intention of the Seller
         that the transfer and assignment herein contemplated constitute a sale
         of the Receivables from the Seller to the Trust and that the beneficial
         interest in and title to the Receivables not be part of the Seller's
         estate in the event of the filing of a bankruptcy petition by or
         against the Seller under any bankruptcy law. Immediately prior to the
         transfer and assignment herein contemplated, the Seller had good and
         marketable title to each Receivable free and clear of all Liens and,
         immediately upon the transfer thereof, the Trustee, for the benefit of
         the Certificateholders, shall have good and marketable title to each
         Receivable, free and clear of all Liens and rights of others.

                           (xiii)   LAWFUL ASSIGNMENT. No Receivable has been
         originated in, or shall be subject to the laws of, any jurisdiction
         under which the sale, transfer and assignment of such Receivable under
         this Agreement or pursuant to transfers of the Certificates are
         unlawful, void or voidable.

                           (xiv)    ALL FILINGS MADE. All filings (including,
         without limitation, UCC filings) necessary in any jurisdiction to give
         the Trustee a first priority perfected ownership interest in the
         Receivables have been made or have been delivered in form suitable for
         filing to the Trustee.

                           (xv)     CHATTEL PAPER. Each Receivable constitutes
         "chattel paper", as such term is defined in the UCC.

                           (xvi)    SIMPLE INTEREST RECEIVABLES. All of the
         Receivables are Simple Interest Receivables.

                           (xvii)   ONE ORIGINAL. There is only one original
         executed copy of each Receivable.


                                       23

<PAGE>

                           (xviii) NO AMENDMENTS. No Receivable has been amended
         such that the amount of the Obligor's Scheduled Payments has been
         increased.

                           (xix)    APR.  The  Annual  Percentage  Rate of each
          Receivable  equals or  exceeds [___]%.

                           (xx) MATURITY. As of the Cutoff Date, each Receivable
         had a remaining term to maturity of not less than [_____] months and
         not greater than [_____] months.

                           (xxi) BALANCE. Each Receivable had an original
         Principal Balance of not more than $[____________] and, as of the
         Cutoff Date, had a Principal Balance of not less than $[______] and not
         more than $[_________].

                           (xxii) DELINQUENCY. No Receivable was more than 29
         days past due as of the Cutoff Date and no Receivable has been extended
         by more than two months.

                           (xxiii) BANKRUPTCY. No Obligor was the subject of a
         bankruptcy proceeding (according to the records of AHFC) as of the
         Cutoff Date.

                           (xxiv) TRANSFER. Each Receivable prohibits the sale
         or transfer of the Financed Vehicle without the consent of AHFC.

                           (xxv) NEW AND USED VEHICLES. Each Financed Vehicle
         was a new, near-new or used automobile or light-duty truck at the time
         the related Obligor executed the retail installment sale contract.

                           (xxvi) ORIGINATION. Each Receivable has an
         origination date on or after [_____________].

                           (xxvii) LOCATION OF RECEIVABLE FILES. The Receivable
         Files shall be kept at one or more of the locations listed in SCHEDULE
         B hereto.

                           (xxviii) FORCED-PLACED INSURANCE PREMIUMS. No
         contract relating to any Receivable has had forced-placed insurance
         premiums added to the amount financed.

                           (xxix) NO FRAUD OR MISREPRESENTATION. To the
         knowledge of the Seller, no Receivable was originated by a Dealer and
         sold by such Dealer to the Seller with any conduct constituting fraud
         or misrepresentation on the part of such Dealer.

         SECTION 3.02. REPURCHASE UPON BREACH. The Seller, the Servicer or the
Trustee, as the case may be, shall inform the other parties to this Agreement
promptly, in writing, upon the discovery of any breach of the Seller's
representations and warranties pursuant to Section 3.01 that materially and
adversely affects any Receivable. Unless the breach shall have been cured by the
last day of the second Collection Period following such discovery (or, at the
Seller's election, the last day of the first Collection Period following such
discovery), the Seller shall be obligated (whether or not such breach was known
to the Seller on the Closing Date (as defined in the Purchase Agreement)), and
the Trustee shall enforce the obligation of the Seller under this Agreement,
and, if necessary, the Seller shall enforce the obligation of AHFC under the
Purchase


                                       24
<PAGE>

Agreement, to repurchase any Receivable materially and adversely affected by the
breach as of such last day. A breach of the representation in Section
3.01(i)(d), (xx) or (xxi) shall be deemed to affect materially and adversely the
related Receivable. In consideration of the purchase of the Receivables, the
Seller shall remit the Warranty Purchase Payment in the manner specified in
Section 5.05. For purposes of this Section 3.02, the Warranty Purchase Payment
of a Receivable that is not consistent with the Seller's warranty pursuant to
Section 3.01(i)(d) shall include such additional amount as shall be necessary to
provide the full amount of interest as contemplated therein to the date of
repurchase. The sole remedy of the Trustee, the Trust, or the Certificateholders
with respect to a breach of the Seller's representations and warranties pursuant
to Section 3.01 shall be to require the Seller to repurchase Receivables
pursuant to this Section 3.02 and to enforce the obligation of AHFC to the
Seller to repurchase such Receivables pursuant to the Purchase Agreement.

         SECTION 3.03. CUSTODY OF RECEIVABLE FILES. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Trustee, upon
the execution and delivery of this Agreement, hereby revocably appoints the
Servicer, and the Servicer hereby accepts such appointment, to act as the agent
of the Trustee as custodian of the following documents or instruments that are
hereby constructively delivered to the Trustee with respect to each Receivable:

         (a) The original of the Receivable (or a photocopy or other image
thereof that the Servicer shall keep on file in accordance with its customary
procedures) fully executed by the Obligor;

         (b) The original credit application fully executed by the Obligor (or a
photocopy or other image thereof that the Servicer shall keep on file in
accordance with its customary procedures);

         (c) The original certificate of title (or a photocopy or other image
thereof or such documents that the Servicer shall keep on file, in accordance
with its customary procedures), evidencing the security interest of AHFC in the
Financed Vehicle; and

         (d) Any and all other documents that the Servicer shall keep on file,
in accordance with its customary procedures, relating to a Receivable, the
related Obligor or a Financed Vehicle.

         SECTION 3.04. DUTIES OF SERVICER AS CUSTODIAN.

         (a) SAFEKEEPING. The Servicer shall hold the Receivable Files on behalf
of the Trustee for the use and benefit of all present and future
Certificateholders, and maintain such accurate and complete accounts, records
and computer systems pertaining to each Receivable File as shall enable the
Trustee to comply with this Agreement. In performing its duties as custodian,
the Servicer shall act with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to the receivable files
relating to all comparable automotive receivables that the Servicer services for
itself or others. In accordance with its customary practices with respect to its
retail installment sale contracts, the Servicer shall conduct, or cause to be
conducted, periodic audits of the Receivable Files held by it under this
Agreement, and of the related accounts, records and computer systems, in such a
manner as shall enable the Trustee to verify the accuracy of the Servicer's
record keeping. The Servicer shall promptly report to the


                                       25
<PAGE>

Trustee any material failure on its part to hold the Receivable Files and
maintain its accounts, records and computer systems as herein provided in all
material respects and promptly take appropriate action to remedy any such
material failure. Nothing herein shall be deemed to require an initial review or
any periodic review by the Trustee of the Receivable Files.

         (b) MAINTENANCE OF AND ACCESS TO RECORDS. The Servicer shall maintain
each Receivable File at one of its offices specified in SCHEDULE B to this
Agreement, or at such other office as shall be specified to the Trustee by
written notice from the Servicer not later than 90 days after any change in
location. The Servicer shall make available to the Trustee or its duly
authorized representatives, attorneys or auditors a list of locations of the
Receivable Files and the related accounts, records and computer systems
maintained by the Servicer at such times as the Trustee shall instruct. The
Servicer shall permit the Trustee and its agents at any time during normal
business hours upon reasonable prior notice to inspect, audit and make copies of
and abstracts from the Servicer's records regarding any Receivable.

         SECTION 3.05. INSTRUCTIONS; AUTHORITY TO ACT. All instructions from the
Trustee shall be in writing and signed by a Trustee Officer, and the Servicer
shall be deemed to have received proper instructions with respect to the
Receivable Files upon its receipt of such written instructions.

         SECTION 3.06. CUSTODIAN'S INDEMNIFICATION. The Servicer, as custodian,
shall indemnify the Trustee for any and all liabilities, obligations, losses,
compensatory damages, payments, costs or expenses of any kind whatsoever that
may be imposed on, incurred by or asserted against the Trustee as the result of
any improper act or omission in any way relating to the maintenance and custody
by the Servicer, as custodian of the Receivable Files; PROVIDED, HOWEVER, that
the Servicer shall not be liable for any portion of any such amount resulting
from the willful misfeasance, bad faith or negligence of the Trustee.

         SECTION 3.07. EFFECTIVE PERIOD AND TERMINATION. The Servicer's
appointment as custodian pursuant to Section 3.03 shall become effective as of
the Cutoff Date and shall continue in full force and effect until terminated
pursuant to this Section 3.07. If AHFC shall resign as Servicer in accordance
with the provisions of this Agreement or if all of the rights and obligations of
the Servicer shall have been terminated under Section 10.01, the appointment of
the Servicer as custodian may be terminated by the Trustee, or by the Holders
evidencing not less than 25% of the Controlling Class of Certificates, in the
same manner as the Trustee or such Holders may terminate the rights and
obligations of the Servicer under Section 10.01. As soon as practicable after
any termination of such appointment, the Servicer shall deliver the Receivable
Files and the related accounts and records maintained by the Servicer to the
Trustee or the Trustee's agent at such place or places as the Trustee may
reasonably designate.

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

         SECTION 4.01. DUTIES OF SERVICER. (a) The Servicer shall manage,
service, administer and make collections on the Receivables with reasonable
care, using that degree of skill and attention that the Servicer exercises with
respect to all comparable receivables that it services for


                                       26
<PAGE>

itself or others. Except with respect to Defaulted Receivables, Administrative
Receivables or Warranty Receivables, the Servicer shall not change the amount of
or reschedule the due date of any Scheduled Payment, change the Annual
Percentage Rate of, or extend any Receivable, except as provided herein, or
change any material term of a Receivable; PROVIDED, HOWEVER, that:

                           (i) if a default, breach, violation, delinquency or
         event permitting acceleration under the terms of any Receivable shall
         have occurred or, in the judgment of the Servicer, is imminent, the
         Servicer may (A) extend such Receivable for credit related reasons that
         would be acceptable to the Servicer with respect to comparable new or
         used automobile or light-duty truck receivables that it services for
         itself, if the final scheduled payment date of such Receivable as
         extended would not be later than the last day of the Collection Period
         preceding the Final Scheduled Payment Date, and the rescheduling or
         extension would not modify the terms of such Receivable in such a
         manner as to constitute a cancellation of such Receivable and the
         creation of a new receivable for federal income tax purposes; or (B)
         reduce an Obligor's monthly payment amount in the event of a prepayment
         resulting from refunds of credit life and disability insurance premiums
         and service contracts and make similar adjustments in payment terms to
         the extent required by law; or

                           (ii) if at the end of the scheduled term of any
         Receivable, the outstanding principal amount thereof is such that the
         final payment to be made by the related Obligor is larger than the
         regularly scheduled payment of principal and interest made by such
         Obligor, the Servicer may permit such Obligor to pay such remaining
         principal amount in more than one payment of principal and interest,
         provided that the last such payment shall be due on or prior to the
         last day of the Collection Period preceding the Final Scheduled Payment
         Date; and

                           (iii) the Servicer may in its discretion waive any
         late payment charge or any other fees that may be collected in the
         ordinary course of servicing a Receivable.

         (b) The Servicer's duties shall include collection and posting of all
payments, responding to inquiries of Obligors on the Receivables, investigating
delinquencies, sending remittance advices to Obligors, reporting tax information
to Obligors, accounting for collections, furnishing monthly and annual
statements to the Trustee with respect to distributions and making Advances
pursuant to Section 5.04.

         (c) Without limiting the generality of the foregoing, the Servicer is
authorized and empowered by the Trustee to execute and deliver, on behalf of
itself, the Trust, the Certificateholders or the Trustee or any of them, any and
all instruments of satisfaction or cancellation, or partial or full release or
discharge, and all other comparable instruments, with respect to the Receivables
or to the Financed Vehicles securing the Receivables. If the Servicer shall
commence a legal proceeding to enforce a Receivable, the Trustee (in the case of
a Receivable other than an Administrative Receivable or a Warranty Receivable)
shall thereupon be deemed to have automatically assigned, solely for the purpose
of collection, such Receivable to the Servicer. If in any enforcement suit or
legal proceeding it shall be held that the Servicer may not enforce a Receivable
on the ground that it shall not be a real party in interest or a holder entitled
to enforce such Receivable, the Trustee shall, at the Servicer's expense and
direction,


                                       27
<PAGE>

take steps to enforce the Receivable, including bringing suit in its name or the
name of the Certificateholders. The Trustee shall furnish the Servicer with any
powers of attorney and other documents reasonably necessary or appropriate to
enable the Servicer to carry out its servicing and administrative duties
hereunder.

         (d) The Servicer, at its expense, shall obtain on behalf of the Trust
all licenses, if any, required by the laws of any jurisdiction to be held by the
Trust in connection with ownership of the Receivables, and shall make all
filings and pay all fees as may be required in connection therewith during the
term hereof. Nothing in the foregoing or in any other section of this Agreement
shall be construed to prevent the Servicer from implementing new programs,
whether on an intermediate, pilot or permanent basis, or on a regional or
nationwide basis, or from modifying its standards, policies and procedures as
long as, in each case, the Servicer does or would implement such programs or
modify its standards, policies and procedures in respect of comparable assets
serviced for itself in the ordinary course of business.

         SECTION 4.02. COLLECTION OF RECEIVABLE PAYMENTS. The Servicer shall
make reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due and shall
follow such collection procedures as it follows with respect to all comparable
receivables that it services for itself or others.

         SECTION 4.03. REALIZATION UPON RECEIVABLES. On behalf of the Trust, the
Servicer shall use commercially reasonable efforts, consistent with its
customary servicing procedures, to repossess or otherwise convert the ownership
of the Financed Vehicle securing any Receivable as to which the Servicer shall
have determined eventual payment in full is unlikely. The Servicer shall follow
such customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of comparable receivables, which may include
reasonable efforts to realize upon any Dealer Recourse and selling the related
Financed Vehicle at public or private sale. The foregoing shall be subject to
the provision that, in any case in which the Financed Vehicle shall have
suffered damage, the Servicer shall not expend funds in connection with the
repair or the repossession of such Financed Vehicle unless it shall determine in
its discretion that such repair and/or repossession will increase the Net
Liquidation Proceeds.

         SECTION 4.04. [RESERVED].

         SECTION 4.05. MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES.
The Servicer shall, in accordance with its customary servicing procedures, take
such steps as are necessary to maintain perfection of the security interest
created by each Receivable in the related Financed Vehicle. The Trustee hereby
authorizes the Servicer to take such steps as are necessary to re-perfect such
security interest on behalf of the Trust in the event of the relocation of a
Financed Vehicle or for any other reason. If the assignment of a Receivable to
the Trust is insufficient, without a notation on the related Financed Vehicle's
certificate of title, to grant to the Trust a first priority perfected security
interest in the related Financed Vehicle, the Servicer hereby agrees to serve as
the agent of the Trust for the purpose of perfecting the security interest of
the Trust in such Financed Vehicle and agrees that the Servicer's listing as the
secured party on the certificate of title is in this capacity as agent of the
Trust.


                                       28
<PAGE>

         SECTION 4.06. COVENANTS OF SERVICER.

         (a) The Servicer shall not release the Financed Vehicle securing any
Receivable from the security interest granted by such Receivable in whole or in
part except in the event of payment in full by or on behalf of the Obligor
thereunder or repossession.

         (b) If the Servicer shall determine not to make an Advance related to
delinquency or non-payment of any Receivable pursuant to Section 5.04 because it
determines that such Advance would not be recoverable from subsequent
collections on such Receivable, such Receivable shall be designated by the
Servicer to be a Defaulted Receivable, provided that such Receivable otherwise
meets the definition of a Defaulted Receivable.

         SECTION 4.07. PURCHASE OF RECEIVABLES UPON BREACH. The Servicer or the
Trustee shall inform the other party promptly, in writing, upon the discovery of
any breach by the Servicer of its obligations under the second sentence of
Section 4.01 or Section 4.02, 4.05 or 4.06 that would materially and adversely
affect any Receivable. Unless the breach shall have been cured by the last day
of the second Collection Period following such discovery (or, at the Servicer's
election, the last day of the first Collection Period following such discovery),
the Servicer shall (whether or not such breach was known to the Servicer on the
Closing Date (as defined in the Purchase Agreement)) purchase any Receivable
materially and adversely affected by such breach as of such last day. In
consideration of the purchase of such Receivable, the Servicer shall remit the
Administrative Purchase Payment (as reduced by any Outstanding Advances with
respect to such Receivable) in the manner specified in Section 5.05. For the
purposes of this Section 4.07, the Administrative Purchase Payment shall consist
in part of a release by the Servicer of all rights of reimbursement with respect
to Outstanding Advances with respect to the purchased Receivable. The sole
remedy of the Trustee, the Trust or the Certificateholders with respect to a
breach by the Servicer of its obligations under the second sentence of Section
4.01 or Section 4.02, 4.05 or 4.06 shall be to require the Servicer to purchase
Receivables pursuant to this Section 4.07.

         SECTION 4.08. TOTAL SERVICING FEE. The Servicer shall be entitled to
the Base Servicing Fee, as provided herein. As additional servicing
compensation, the Servicer shall be entitled to an amount equal to any interest
earned on the amounts deposited in the Collection Account and the Certificate
Account and earned on funds held by the Servicer pending deposit therein during
such Collection Period, plus an amount that may be retained by the Servicer
consisting of all late fees, prepayment charges and other administrative fees
and expenses or similar charges allowed by applicable law (and which comply with
Prohibited Transaction Exemption 97-34) with respect to Receivables, collected
(from whatever source) on the Receivables during such Collection Period
(collectively, the "Supplemental Servicing Fee").

         SECTION 4.09. SERVICER'S CERTIFICATE.

         (a) On or before the tenth day of each month (or, if such tenth day is
not a Business Day, then on the next succeeding Business Day), the Servicer
shall deliver to (i) the Trustee (with a copy to each of the Rating Agencies),
(ii) for so long as the Custody and Pledge Agreement is in existence, the
Custodian, and (iii) if any Class C Certificate is held by a Person other than
the Seller or any Affiliate of the Seller, such Class C Certificateholder, a
Servicer's Certificate containing all information necessary to make the
distributions pursuant to Section 5.06


                                       29
<PAGE>

(including the amount of the aggregate collections on the Receivables, the
aggregate Advances to be made by the Servicer, if any, the aggregate
Administrative Purchase Payments for any Administrative Receivables to be
purchased by the Servicer, and the aggregate Warranty Purchase Payments for any
Warranty Receivables to be purchased by the Seller) for the Collection Period
preceding the date of such Servicer's Certificate, all information necessary for
the Trustee to send statements to Certificateholders pursuant to Section 5.08
and, for so long as the Custody and Pledge Agreement or a related agreement is
in existence, all information necessary for the Custodian to determine the
amounts necessary to be deposited in the Reserve Fund and the amount that may be
released to the Seller. Receivables purchased or to be purchased by the Servicer
or the Seller shall be identified by the Servicer by the Seller's account number
with respect to such Receivable (as specified in SCHEDULE A of this Agreement).
The Trustee and the Custodian may conclusively rely on the information in any
Servicer's Certificate, and shall have no duty to confirm or verify the contents
thereof.

         (b) Concurrently with delivery of the Servicer's Certificate in each
month, the Servicer shall deliver to the underwriters of the Class A
Certificates and the Class B Certificates and, if any Class C Certificate is
held by a Person other than the Seller or any Affiliate of the Seller, to such
Class C Certificateholder, the Class A Certificate Factor and the Class B
Certificate Factor as of the close of business on the Payment Date occurring in
such month.

         SECTION 4.10. ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

         (a) The Servicer shall deliver to the Trustee and to each of the Rating
Agencies on or before June 30th of each year, beginning June 30, [______,] an
Officer's Certificate with respect to the prior twelve months ended on March 31
of such calendar year (or with respect to the initial Officer's Certificate, the
period from the date of the initial issuance of Certificates hereunder to March
31, [______]), stating that (i) a review of the activities of the Servicer
during the preceding 12-month (or shorter) period and of its performance under
this Agreement has been made under such officer's supervision and (ii) to the
best of such officer's knowledge, based on such review, the Servicer has
fulfilled all its obligations under this Agreement throughout such twelve-month
(or shorter) period, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. A copy of such Officer's Certificate may be obtained
by any Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.

         (b) The Servicer shall deliver to the Trustee and to each of the Rating
Agencies promptly after having obtained knowledge thereof, but in no event later
than five Business Days thereafter, written notice in an Officer's Certificate
of any Event of Default or event that with the giving of notice or lapse of
time, or both, would become an Event of Default under Section 10.01. The Seller
shall deliver to the Trustee and to each such Rating Agency, promptly after
having obtained knowledge thereof, but in no event later than five Business Days
thereafter, written notice in an Officer's Certificate of any event that with
the giving of notice or lapse of time, or both, would become an Event of Default
under Section 10.01(a)(ii) or of any lowering of the rating described in clause
(ii) of the definition of "Monthly Remittance Condition".

         SECTION 4.11. ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S REPORT.
The Servicer shall cause a firm of independent certified public accountants, who
may also render


                                       30
<PAGE>

other services to the Servicer or to the Seller, to deliver to the Trustee and
each of the Rating Agencies, on or before June 30 of each year, beginning June
30, [_______], with respect to the prior twelve months ended on March 31 of such
year (or with respect to the initial reports, the period from the date of the
initial issuance of Certificates hereunder to March 31, [_______]) the following
reports: (a) a report that such firm has audited the consolidated financial
statements of the Servicer in accordance with generally accepted auditing
standards, that such firm is independent of the Servicer within the meaning of
the Code of Professional Ethics of the American Institute of Certified Public
Accountants ("AICPA"), and expressing such firm's opinion thereon; and (b) a
report indicating that such firm has examined, in accordance with standards
established by the AICPA, management's assertion about the Servicer's compliance
with the minimum servicing standards identified in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
("USAP") as such standards relate to automobile and light-duty truck loans
serviced for others, and expressing such firm's opinion on such management
assertion (the "Annual USAP Report"). Upon the request of a Certificate Owner,
the Trustee shall promptly provide such Certificate Owner with a copy of such
Annual USAP Report. For all purposes of this Agreement, the Trustee may rely on
the representation of any Person that it is a Certificate Owner.

         SECTION 4.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
RECEIVABLES. The Servicer shall provide to the Certificateholders access to the
Receivable Files in such cases where the Certificateholders shall be required by
applicable statutes or regulations to review such documentation. Access shall be
afforded without charge, but only upon reasonable request and during the normal
business hours at the respective offices of the Servicer. Nothing in this
Agreement shall affect the obligation of the Servicer to observe any applicable
law prohibiting disclosure of information regarding the Obligors, and the
failure of the Servicer to provide access to information as a result of such
obligation shall not constitute a breach of this Section 4.12.

         SECTION 4.13. APPOINTMENT OF SUBSERVICER. So long as AHFC acts as the
Servicer, the Servicer may at any time without notice or consent subcontract
substantially all its duties under this Agreement to any corporation more than
50% of the voting stock of which is owned, directly or indirectly, by AHFC. The
Servicer may at any time perform specific duties as servicer under this
Agreement through other subcontractors; PROVIDED, HOWEVER, that no such
delegation or subcontracting shall relieve the Servicer of its responsibilities
with respect to such duties as to which the Servicer shall remain primarily
responsible with respect thereto.

         SECTION 4.14. SERVICER EXPENSES. The Servicer shall be required to pay
all expenses incurred by it in connection with its activities hereunder,
including fees and disbursements of independent accountants and the Trustee,
taxes imposed on the Servicer, data processing costs and expenses incurred in
connection with distributions and reports to Certificateholders.


                                       31
<PAGE>

                                    ARTICLE V

                  DISTRIBUTIONS; SUBORDINATION SPREAD ACCOUNTS;
                        STATEMENTS TO CERTIFICATEHOLDERS

         SECTION 5.01. ACCOUNTS. The Servicer shall establish the Collection
Account and the Certificate Account in the name of the Trustee for the benefit
of the Certificateholders. Each of the Collection Account and the Certificate
Account shall be a segregated trust account initially established with the
Trustee and maintained with the Trustee so long as (a) the deposits of the
Trustee have the Required Deposit Rating or (b) the Collection Account or the
Certificate Account, as the case may be, is maintained in a segregated trust
account in the trust department of the Trustee; PROVIDED, HOWEVER, that all
amounts held in the Collection Account and the Certificate Account shall, to the
extent permitted by applicable laws, rules and regulations and as directed by
the Servicer, be invested by the Trustee in Eligible Investments and such
Eligible Investments shall mature not later than the Business Day preceding the
next Payment Date, in such manner that such amounts invested shall be available
to make the required distributions on the Payment Date. Should the short-term
unsecured debt obligations of the Trustee no longer have the Required Deposit
Rating then, unless the Collection Account and the Certificate Account are
maintained in segregated trust accounts in the trust department of the Trustee,
the Servicer shall, with the Trustee's assistance as necessary and within ten
Business Days of receipt of notice from the Trustee that the Trustee no longer
has the Required Deposit Rating, cause the Collection Account and the
Certificate Account (a) to be moved to segregated trust accounts in a bank or
trust company, the short-term unsecured debt obligations of which shall have the
Required Deposit Rating, or (b) to be moved to the trust department of the
Trustee. Earnings on investments of funds in the Collection Account and the
Certificate Account shall be paid to the Servicer, and any losses and investment
expenses shall be charged against the funds on deposit in the Collection Account
or the Certificate Account, as the case may be.

         SECTION 5.02. COLLECTIONS. The Servicer shall remit to the Collection
Account (a) all payments by or on behalf of the Obligors in respect of the
Receivables (excluding payments on Administrative Receivables or Warranty
Receivables and amounts constituting Supplemental Servicing Fees) and (b) all
Net Liquidation Proceeds, not later than the first Business Day after receipt
thereof. Prior to each Payment Date, for so long as the Custody and Pledge
Agreement or any similar agreement is in existence, the Servicer shall notify
the Custodian that the Custodian will be required to remit to the Collection
Account from the Reserve Fund the lesser of (i) the amount of the Reserve Fund,
(ii) the amounts, if any, required to be distributed to Class A
Certificateholders from the Reserve Fund pursuant to Sections 5.06(c)(ii) and
5.06(c)(iii), and (iii) the amounts, if any, required to be distributed to Class
B Certificateholder, from the Reserve Fund pursuant to Sections 5.06(c)(iv) and
5.06(c)(v). The Servicer shall be entitled to withhold, however, or to be
reimbursed from amounts otherwise payable into or on deposit in the Collection
Account, as the case may be, amounts previously deposited in the Collection
Account but later determined to have resulted from mistaken deposits or
postings. Accordingly, notwithstanding the provisions of the first sentence of
this Section 5.02, the Servicer shall remit collections received during a
Collection Period to the Collection Account in immediately available funds on
the Business Day prior to the related Payment Date but only for so long as (i)
AHFC is the Servicer, (ii) the rating of the Servicer's short-term unsecured
debt obligations is at least "P-1" by Moody's and the rating of the Servicer's
(or, if AHFC is the Servicer and the


                                       32
<PAGE>

Servicer then has no short-term rating from Standard & Poor's, Moody's)
short-term unsecured debt obligations is at least "A-1" by Standard & Poor's (so
long as Moody's and Standard & Poor's are Rating Agencies), and (iii) no Event
of Default shall have occurred and be continuing (each, a "Monthly Remittance
Condition"); except that the requirement in clause (i) above shall not apply if
the Class A Certificates and the Class B Certificates are not then outstanding
and the Class C Certificates do not have an investment grade rating.
Notwithstanding the foregoing, if a Monthly Remittance Condition is not
satisfied, the Servicer may utilize an alternative remittance schedule (which
may include the remittance schedule utilized by the Servicer before the Monthly
Remittance Condition became unsatisfied), if the Servicer provides to the
Trustee written confirmation from each Rating Agency that such alternative
remittance schedule will not result in the downgrading or withdrawal by such
Rating Agency of the ratings then assigned to such Certificates. The Servicer
shall give the Trustee and each Rating Agency written notice of the failure of
any Monthly Remittance Condition (and any subsequent curing of a failed Monthly
Remittance Condition) as soon as practical after the occurrence thereof but in
no event later than 10 Business Days after obtaining knowledge thereof (it being
understood that if the Monthly Remittance Condition is not satisfied as of the
Closing Date no such notice shall be required in connection therewith). The
Trustee shall not be deemed to have knowledge of any event or circumstance under
clause (ii) of the definition of Monthly Remittance Condition that would require
daily remittance by the Servicer to the Collection Account unless the Trustee
has received notice of such event or circumstance from the Seller or the
Servicer in an Officer's Certificate or from the Holders of Certificates
evidencing not less than 25% of the Class A Certificate Balance or the Class B
Certificate Balance, or a Trustee Officer in the Corporate Trust Office with
knowledge hereof or familiarity herewith has actual knowledge of such event or
circumstance. For purposes of this Article V the phrase "payments by or on
behalf of Obligors" shall mean payments made by Persons other than the Servicer.

         SECTION 5.03. APPLICATION OF COLLECTIONS. Collections with respect to a
Receivable made during a Collection Period shall be applied first to interest
accrued to date on such Receivable, second to principal until the Principal
Balance of that Receivable is brought current, third to reduce the unpaid late
charges (if any) as provided in such Receivable and finally to prepay principal
on such Receivable.

         SECTION 5.04. ADVANCES.

         (a) The Servicer shall make a payment with respect to each Receivable
(other than an Administrative Receivable, a Warranty Receivable or a Defaulted
Receivable) equal to the excess, if any, of (x) the product of the Principal
Balance of such Receivable as of the first day of the related Collection Period
and one-twelfth of its APR (calculated on the basis of a 360-day year comprised
of twelve 30-day months), over (y) the interest actually received by the
Servicer with respect to such Receivable from the Obligor or from payments of
the Administrative Purchase Payments or the Warranty Purchase Payments, as the
case may be, during such Collection Period. The Servicer will not be obligated
to make an Advance in respect of a Receivable (other than an Advance in respect
of an interest shortfall arising from the prepayment of a Receivable) to the
extent that the Servicer, in its sole discretion, shall determine that the
Advance constitutes a Nonrecoverable Advance. With respect to each Receivable,
the Advance shall increase Outstanding Advances. The Servicer shall deposit all
such Advances into the Collection Account in immediately available funds no
later than 5:00 p.m., New York City time,


                                       33
<PAGE>

on the Business Day immediately preceding the related Payment Date. To the
extent that the amount set forth in clause (y) above with respect to a
Receivable is greater than the amount set forth in clause (x) above with respect
thereto, such amount shall be distributed to the Servicer pursuant to Section
5.06(a)(ii); PROVIDED, HOWEVER, that, notwithstanding anything else herein, the
Servicer shall not be reimbursed for any amounts representing an Advance, or any
portion thereof, made in respect of an interest shortfall arising from the
prepayment of a Receivable.

         (b) The Servicer shall be entitled to reimbursement for Outstanding
Advances, without interest, with respect to a Receivable from the following
sources with respect to such Receivable pursuant to Section 5.06(a)(ii): (i)
subsequent payments made by or on behalf of the related Obligor, (ii) Net
Liquidation Proceeds, and (iii) the Warranty Purchase Payments.

         (c) To the extent that the Servicer has determined that any Outstanding
Advance is a Nonrecoverable Advance, the Servicer may provide to the Trustee an
Officer's Certificate setting forth the amount of such Nonrecoverable Advance,
and on the related Payment Date, the Trustee shall remit to the Servicer from
funds on deposit in the Collection Account an amount equal to the amount of such
Nonrecoverable Advance pursuant to Section 5.06(a)(iii).

         (d) For so long as the Monthly Remittance Conditions are satisfied, in
lieu of causing the Servicer first to deposit and then the Trustee to remit to
the Servicer the amounts described in clauses (i) through (iii) of Section
5.04(b) reimbursable in respect on Outstanding Advances, or the amounts
described in Section 5.04(c) applicable in respect of Nonrecoverable Advances,
the Servicer may deduct such amounts from deposits otherwise to be made into the
Collection Account.

         (e) Notwithstanding the provisions of Section 5.04(a), no successor
servicer, including the Trustee, shall be obligated to make Advances unless it
has expressly agreed to do so in writing.

         SECTION 5.05.     ADDITIONAL DEPOSITS.

         (a) The Servicer shall deposit into the Collection Account the
aggregate amount of Advances pursuant to Section 5.04(a). The Servicer and the
Seller shall deposit in the Collection Account the aggregate Administrative
Purchase Payments with respect to Administrative Receivables pursuant to Section
4.07 and the aggregate Warranty Purchase Payments with respect to Warranty
Receivables pursuant to Section 3.02, and the Servicer shall deposit therein all
amounts to be paid under Section 12.02. All such deposits with respect to a
Collection Period shall be made, in immediately available funds, by 5:00 p.m.,
New York City time, on the Business Day immediately preceding the Payment Date
related to such Collection Period.

         (b) All deposits required to be made pursuant to this Section 5.05 by
the Seller or the Servicer, as the case may be, may be made in the form of a
single deposit and shall be made in immediately available funds, no later than
5:00 P.M., New York City time, on the Business Day immediately preceding the
related Payment Date. At the direction of the Servicer, the Trustee shall invest
such amounts in Eligible Investments maturing not later than 3:00 P.M. New York
City Time, on the related Payment Date.


                                       34
<PAGE>

         SECTION 5.06.     DISTRIBUTIONS.

         (a) On each Payment Date, the Trustee shall cause to be made the
following transfers and distributions in the amounts set forth in the Servicer's
Certificate for such Payment Date:

                           (i)      From the Collection Account to the
Certificate Account, in immediately available funds, the entire amount then on
deposit in the Collection Account; PROVIDED, HOWEVER, that if the Servicer is
required to make deposits to the Collection Account on a daily basis pursuant to
Section 5.02, the amount of the funds transferred from the Collection Account to
the Certificate Account will include only those funds that were deposited in the
Collection Account for the Collection Period related to such Payment Date.

                           (ii)     From the Certificate Account to the
Servicer, in immediately available funds, from amounts on deposit or amounts
received from Obligors and allocable to interest, the amount payable in respect
of Outstanding Advances pursuant to the last sentence of Section 5.04(a) and
Section 5.04(b).

                           (iii)    From the Certificate Account to the
Servicer, in immediately available funds, any payments in respect of
Nonrecoverable Advances required and to the extent set forth in Section 5.04(c).

         (b) The Servicer shall calculate on each Determination Date the Total
Available Amount, the Available Interest, the Available Principal, the Class A
Distributable Amount, the Class B Distributable Amount and the Class C
Distributable Amount and, based on the Total Available Amount and the other
distributions to be made on such Payment Date, determine the amount
distributable to Certificateholders of each class.

         (c) The rights of the Class B Certificateholders and the Class C
Certificateholders to receive distributions in respect of the Class B
Certificates and the Class C Certificates shall be and hereby are subordinated
to the rights of the Class A Certificateholders to receive distributions in
respect of the Class A Certificates as provided below. In addition, the rights
of the Class C Certificateholders to receive distributions in respect of the
Class C Certificates shall be and hereby are subordinated to the rights of the
Class B Certificateholders to receive distributions in respect of the Class B
Certificates as provided below. On each Payment Date, the Trustee (based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 4.09) shall make the following
distributions (after payment of the Supplemental Servicing Fee, to the extent
not previously retained by the Servicer) from the Certificate Account in the
following order of priority:

                           (i)      first, to the Servicer, from Available
         Interest, the Base Servicing Fee and all unpaid Base Servicing Fees
         from prior Collection Periods, if any;

                           (ii)     second, to the Class A Certificateholders,
         from Available Interest (as such Available Interest has been reduced as
         described in clause (i) above), an amount equal to the sum of the Class
         A Interest Distributable Amount and any outstanding Class A Interest
         Carryover Shortfall as of the close of business on the preceding
         Payment Date; and if such Available Interest is insufficient, the Class
         A Certificateholders will


                                       35
<PAGE>

         receive such shortfall first, from monies on deposit in the Reserve
         Fund, and second, if such amounts are insufficient, from the Class C
         Percentage of Available Principal, and third, if such amounts are
         insufficient, from the Class B Percentage of Available Principal;

                           (iii)    third, to the Class A Certificateholders,
         from Available Principal, an amount equal to the sum of the Class A
         Principal Distributable Amount and any outstanding Class A Principal
         Carryover Shortfall as of the close of business on the preceding
         Payment Date; and if such Available Principal is insufficient, the
         Class A Certificateholders will receive such shortfall first, from
         monies on deposit in the Reserve Fund, and second, if such amounts are
         insufficient, from Available Interest (as such Available Interest has
         been reduced as described in clauses (i) and (ii) above);

                           (iv)     fourth, to the Class B Certificateholders,
         from Available Interest (as such Available Interest has been reduced by
         the distributions described above in clauses (i), (ii) and (iii)
         above), an amount equal to the sum of the Class B Interest
         Distributable Amount and any outstanding Class B Interest Carryover
         Shortfall as of the close of business on the preceding Payment Date;
         and if such Available Interest is insufficient, the Class B
         Certificateholders will receive such shortfall first, from monies on
         deposit in the Reserve Fund, and second, if such amounts are
         insufficient, from the Class C Percentage of Available Principal;

                           (v)      fifth, to the Class B Certificateholders,
         from Available Principal (as such Available Principal has been reduced
         as described in clauses (iii) and (iv) above), an amount equal to the
         sum of the Class B Principal Distributable Amount and any outstanding
         Class B Principal Carryover Shortfall as of the close of business on
         the preceding Payment Date; and if such Available Principal is
         insufficient, the Class B Certificateholders will receive such
         shortfall first, from monies on deposit in the Reserve Fund, and
         second, if such amounts are insufficient, from Available Interest (as
         such Available Interest has been reduced as described in clauses (i),
         (ii), (iii) and (iv) above);

                           (vi)     sixth, to the Class C Certificateholders,
         from Available Interest (as such Available Interest has been reduced as
         described in clauses (i), (ii), (iii), (iv) and (v) above), an amount
         equal to the sum of the Class C Interest Distributable Amount and any
         outstanding Class C Interest Carryover Shortfall as of the close of
         business on the preceding Payment Date;

                           (vii)    seventh, to the Class C Certificateholders,
         from Available Principal (as such Available Principal has been reduced
         as described in clauses (iii), (iv) and (v) above), an amount equal to
         the sum of the Class C Principal Distributable Amount and any
         outstanding Class C Principal Carryover Shortfall as of the close of
         business on the preceding Payment Date; and if such Available Principal
         is insufficient, the Class C Certificateholders will receive such
         shortfall from Available Interest (as such Available Interest has been
         reduced as described in clauses (i), (ii), (iii), (iv), (v) and (vi)
         above); and


                                       36
<PAGE>

                           (viii)   eighth, to the Seller, any Excess Amounts,
         except to the extent required to be deposited in the Reserve Fund
         pursuant to the Custody and Pledge Agreement;

PROVIDED, HOWEVER, that amounts otherwise distributable to the holders of Class
C Certificates pursuant to clauses (vi) and (vii) above shall be deposited by
the Trustee on behalf of such holders in the Reserve Fund to the extent of any
deficiency in the Specified Reserve Fund Balance. For purposes of all of the
provisions of this Agreement, all such amounts deposited in the Reserve Fund
shall be deemed to have been distributed pro rata to the holders of Class C
Certificates and contributed by such holders to the Reserve Fund pursuant to the
Custody and Pledge Agreement.

                  Notwithstanding anything herein to the contrary, no amount
shall be paid to the Certificateholders in respect of any Yield Supplement
Deposit with respect to a Receivable, except to the extent of amounts withdrawn
from the Yield Supplement Account and deposited in the Certificate Account or
paid to the Certificate Account by the Seller pursuant to the Yield Supplement
Agreement; PROVIDED, HOWEVER, that, if an insufficiency of funds in the Yield
Supplement Account would result in a shortfall of interest, the amount of such
shortfall shall be withdrawn from the Reserve Fund and deposited in the
Certificate Account prior to such Payment Date. Other withdrawals and deposits
into the Reserve Fund shall be made as provided in the Custody and Pledge
Agreement.

         (d) Subject to Section 12.01 respecting the final payment upon
retirement of each Certificate, the Servicer shall on each Payment Date instruct
the Trustee to distribute to each Certificateholder of any class of record on
the preceding Record Date either 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 is the Seller or a Clearing
Agency and shall have provided to the Trustee appropriate instructions prior to
such Payment Date, or, if not, by check mailed to such Certificateholder (such
check to be mailed as soon as reasonably practicable on or after such Payment
Date) at the address of such holder appearing in the Certificate Register, the
amounts to be distributed to such Certificateholder pursuant to such holder's
Certificates.

         SECTION 5.07. NET DEPOSITS. For so long as each Monthly Remittance
Condition is satisfied (or the rating agency confirmation described in the fifth
sentence of Section 5.02 has been obtained), the Servicer (in whatever capacity)
may make the remittances pursuant to Sections 5.02 and 5.05 above net of amounts
to be distributed to the Servicer (in whatever capacity) pursuant to Section
5.06(a)(ii), Section 5.06(a)(iii) or Section 5.06(c). In addition, the Seller
agrees that such remittances may be made net of amounts to be distributed to the
Seller hereunder and under the Custody and Pledge Agreement, if any. Accounts
between the Seller and the Servicer will be adjusted accordingly. Nonetheless,
the Servicer shall account for all of the above described remittances and
distributions (except for the Supplemental Servicing Fee to the extent that the
Servicer is entitled to retain such amounts) in the Servicer's Certificate as if
the amounts were deposited and/or transferred separately.


                                       37
<PAGE>

         SECTION 5.08. STATEMENTS TO CERTIFICATEHOLDERS.

         (a) On each Payment Date, the Trustee shall include with each
distribution to each Class A Certificateholder and Class B Certificateholder,
and, if the Class C Certificateholder is not the Seller or an Affiliate of the
Seller, to the Class C Certificateholder, a statement (which statement shall
also be provided to each Rating Agency) based on information in the Servicer's
Certificate furnished pursuant to Section 4.09, setting forth for the Collection
Period relating to such Payment Date the following information:

                           (i)      the amount of such distribution allocable to
         principal;

                           (ii)     the amount of such distribution allocable to
         interest;

                           (iii)    the amount of such distribution allocable to
         the Yield Supplement Deposit;

                           (iv)     the amount on deposit in the Yield
         Supplement Account;

                           (v)      the Pool Balance as of the close of business
         on the last day of the related Collection Period;

                           (vi)     the amount of the Base Servicing Fee paid to
         the Servicer with respect to the related Collection Period, the Class A
         Certificateholder's, the Class B Certificateholder's, or the Class C
         Certificateholder's Class A Percentage, Class B Percentage, or Class C
         Percentage, as the case may be, of the Base Servicing Fees, the amount
         of any unpaid Base Servicing Fees and the change in such amount from
         that of the prior Payment Date;

                           (vii)    the amount of the Class A Interest Carryover
         Shortfall, the Class A Principal Carryover Shortfall, the Class B
         Interest Carryover Shortfall, the Class B Principal Carryover
         Shortfall, the Class C Interest Carryover Shortfall and the Class C
         Principal Carryover Shortfall, if any, on such Payment Date and the
         change in such amounts from the preceding Payment Date;

                           (viii)   the Class A Certificate Balance, the Class A
         Certificate Factor, the Class A Pool Factor, the Class B Certificate
         Balance, the Class B Certificate Factor, the Class B Pool Factor and
         the Class C Certificate Balance as of such Payment Date;

                           (ix)     the amounts otherwise distributable to the
         Class B Certificateholders and Class C Certificateholders that are
         distributed to Class A Certificateholders on such Payment Date, and the
         amount otherwise distributable to the Class C Certificateholders that
         is distributed to the Class B Certificateholders or deposited in the
         Reserve Fund on such Payment Date;

                           (x)      for so long as the Custody and Pledge
         Agreement or a related agreement is in existence, the balance of the
         Reserve Fund, as the case may be, on such Payment Date, after giving
         effect to distributions made on such Payment Date, and the change in
         such balance from the preceding Payment Date; and


                                       38
<PAGE>

                           (xi)     the amount of Advances made in respect of
         the related Collection Period and the amount of the unreimbursed
         Advances on such Payment Date.

         (b) Copies of such statements may be obtained by Certificate Owners
from the Trustee by a request in writing. The Trustee shall provide such copies
promptly after such requests.

         (c) Within the prescribed period of time for tax reporting purposes
after the end of each calendar year during the term of this Agreement, but not
later than the latest date permitted by law, the Trustee shall make available
with the Clearing Agency holding Book-Entry Certificates or, if Definitive
Certificates have been issued, mail to each Person who at any time during such
calendar year shall have been a holder of a Definitive Certificate (other than
the Seller or any Affiliate of the Seller) a statement containing the sum of the
amounts or the amount as of the end of such calendar year, as the case may be,
set forth in clauses (i), (ii), (iii), (v), (vi) and (vii) of Section 5.08(a)
above and such other information, if any, as the Servicer determines is
necessary to ascertain the Certificateholder's share of the gross income and
deductions of the Trust (exclusive of the Supplemental Servicing Fee) or is
otherwise necessary under applicable law for the preparation of the federal
income tax returns by Certificateholders for such calendar year or, if such
Person shall have been a holder of a Certificate during a portion of such
calendar year, for the applicable portion of such year, for the purposes of such
Certificateholder's preparation of federal income tax returns.

         SECTION 5.09. NO PETITION. The Trustee covenants and agrees that, prior
to the date which is one year and one day after the date upon which the
Certificates are paid in full, the Trustee will not institute against, or join
any other Person in instituting against, the Seller any bankruptcy,
reorganization arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. This Section
5.09 shall survive the termination of this Agreement.

                                   ARTICLE VI

                              ADDITIONAL AGREEMENTS

         SECTION 6.01. YIELD SUPPLEMENT ACCOUNT. Pursuant to the Yield
Supplement Agreement, the Seller shall establish and maintain with the Trustee
for the benefit of the Class A Certificateholders and the Class B
Certificateholders a separate trust account in the name of the Trustee (the
"Yield Supplement Account"), or such other account as may be acceptable to the
Rating Agencies. The Yield Supplement Account (or such other account acceptable
to the Rating Agencies) shall not be part of the Trust. Subject to the
limitations set forth in the Yield Supplement Agreement, the Seller hereby
conveys and transfers to the Trustee (and its successors and assigns) the Yield
Supplement Account, all funds on deposit therein and all proceeds thereof.

         SECTION 6.02. CUSTODY AND PLEDGE AGREEMENT. The Seller and the Trustee,
as initial Custodian, shall enter into the Custody and Pledge Agreement or
otherwise provide such partial credit support, if any, as may be necessary for
each Rating Agency to provide those ratings necessary to satisfy the related
condition precedent to the underwriters' obligation to purchase the Class A
Certificates and the Class B Certificates.


                                       39
<PAGE>

         SECTION 6.03. LIMITATIONS ON THE TRUST. The Trust shall not (a) incur
any indebtedness or obligations or (b) engage in any business activity other
than acquiring and holding the assets of the Trust, issuing the Certificates and
making payments thereon, each in accordance with the terms of this Agreement.

                                   ARTICLE VII

                                THE CERTIFICATES

         SECTION 7.01. THE CERTIFICATES. The Class A Certificates and the Class
B Certificates shall be issued in denominations of $1,000 and integral multiples
thereof; the Class C Certificates shall be issued in denominations of $100,000
or in any amount in excess thereof, in each case in fully registered form and
integral multiples thereof; PROVIDED, HOWEVER, that one Class A Certificate, one
Class B Certificate and one Class C Certificate may be issued in a denomination
equal to the residual amount (the "Residual Certificate"). The Certificates
shall be executed on behalf of the Trust by manual or facsimile signature of a
Trustee Officer of the Trustee. Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be valid and
binding obligations of the Trust, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates.

         SECTION 7.02. AUTHENTICATION OF CERTIFICATES. The Trustee shall cause
the Certificates to be executed on behalf of the Trust, authenticated and
delivered to or upon the written order of the Seller, signed by its chairman of
the board, its president or any vice president, without further corporate action
by the Seller, in authorized denominations, pursuant to this Agreement. No
Certificate shall entitle its holder to any benefit under this Agreement, or
shall be valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in EXHIBIT A,
EXHIBIT B or EXHIBIT C hereto executed by the Trustee by manual or facsimile
signature; such authentication shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

         SECTION 7.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

         (a) The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 7.07, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee shall be the initial
Certificate Registrar.

         (b) The Class C Certificates shall initially be retained by the Seller.
No transfer of a Class C Certificate shall be made unless (i) the registration
requirements of the Securities Act, and any applicable State securities laws are
complied with, (ii) such transfer is exempt from the registration requirements
under the Securities Act and any applicable State securities laws or (iii) the
prospective transferee of the Class C Certificate certifies in writing to the
Seller and the Trustee, to the Seller's satisfaction, that such transferee is a
Qualified Institutional Buyer (as


                                       40
<PAGE>

defined in Rule 144A under said Act); PROVIDED, HOWEVER, that no such transfer
pursuant to clause (i), (ii) or (iii) shall be made (x) if such transfer would
result in a downgrading or withdrawal of the rating of any Rating Agency or (y)
if such transfer would cause the Trust or any arrangements identified in the
Custody and Pledge Agreement to be characterized as an association taxable as a
corporation or otherwise adversely affect the federal, state or local income tax
status of the Trust and (z) unless the Custody and Pledge Agreement is amended,
in form and substance satisfactory to the Trustee and the Seller, in order to
reflect such transfer and cause such transferee to be bound by the obligations
thereunder. If a transfer is to be made in reliance upon an exemption from the
Securities Act or any applicable State securities laws to a Person other than a
Qualified Institutional Buyer, the Class C Certificateholder desiring to effect
such transfer and such Certificateholder's prospective transferee must each
certify in writing to the Seller and the Trustee the facts surrounding such
transfer and, at the request of the Seller, provide both the Seller and the
Trustee with an Opinion of Counsel in form and substance satisfactory to the
Seller that such transfer may be made pursuant to an exemption from the
Securities Act or any applicable State securities laws and such transfer will
not result in the Trust or any arrangements identified in the Custody and Pledge
Agreement from being characterized as an association taxable as a corporation or
otherwise adversely affect the federal, state or local income tax status of the
Trust, which Opinion of Counsel shall not be an expense of the Seller or the
Trustee. Neither the Seller nor the Trustee is under an obligation to register
the Class C Certificates under the Securities Act or any other securities law.

         (c) No transfer of a Class A Certificate, or beneficial interest
therein, shall be made unless the Trustee shall have received a representation
from the transferee thereof substantially in the form of Exhibit H-1 to the
effect that:

                  (i)      such transferee is not an employee benefit plan or an
         arrangement subject to Section 406 of ERISA or a plan subject to
         Section 4975 of the Code (a "Plan"), nor a person acting on behalf of a
         Plan nor using the assets of a Plan to effect such transfer; or

                  (ii)     if such transferee is a Plan, then:

                           (A)      such Plan is an "accredited investor" as
                  defined in Rule 501(a)(1) of Regulation D under the Securities
                  Act;

                           (B)      such Plan's investment in the Class A
                  Certificates does not exceed 25% of all of the Class A
                  Certificates outstanding at the time of such transfer; and

                           (C)      immediately after the acquisition, no more
                  than 25% of the assets of the Plan with respect to which a
                  person has discretionary authority or renders investment
                  advice are invested in certificates representing interests in
                  trusts containing assets sold or serviced by the same entity.

         (d)      Without limiting the generality of Section 7.03(b), no
transfer of a Class B Certificate or Class C Certificate, or beneficial interest
therein, shall be made unless the Trustee shall have received a representation
from the transferee thereof substantially in the form of Exhibit H-2 to the
effect that such transferee (A) is not a Plan nor a person acting on behalf of a
Plan nor using the assets of a Plan to effect such transfer, or (B) is an
insurance company


                                       41
<PAGE>

purchasing a Class B Certificate or Class C Certificate with funds contained in
an "insurance company general account" (as defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60")) as to which there is a Plan
with respect to which the amount of such general account's reserves and
liabilities for the contracts held by or on behalf of such Plan and all other
Plans maintained by the same employer (or affiliate thereof as defined in
Section V(a)(1) of PTCE 95-60) or by the same employee organization does not
exceed 10% of the total of all reserves and liabilities of such general account
(as such amounts are determined under Section I(a) of PTCE 95-60) at the date of
acquisition.

         (e)      For purposes of Sections 7.04(c) and (d), with respect to any
Certificate that is a Book-Entry Certificate, the representations contained
therein shall be deemed to have been made to the Trustee by the transferee's
(including an initial acquirer's) acceptance of an interest in such Certificate.
Notwithstanding anything else to the contrary herein, any purported transfer of
a Certificate, or a beneficial interest therein, to or on behalf of a Plan or a
person acting on behalf of a Plan or using the assets of a Plan to effect such
transfer not exempt pursuant to PTCE 97-34 or to an insurance company purchasing
with funds from a general account not exempt pursuant to PTCE 95-60 shall be
void and of no effect.

         (f)      To the extent permitted under applicable law (including, but
not limited to, ERISA), the Trustee shall be under no liability to any Person
for any registration of transfer of any Certificate that is in fact not
permitted by this Section 7.03 or for making any payments due on such
Certificate to the Certificateholder thereof or taking any other action with
respect to such Certificateholder under the provisions of this Agreement so long
as the transfer was registered by the Trustee in accordance with the foregoing
requirements. Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office, the Trustee shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Certificates in authorized denominations of a like aggregate amount dated the
date of authentication by the Trustee. At the option of a Holder, Certificates
may be exchanged for other Certificates of authorized denominations of a like
aggregate amount upon surrender of the Certificates to be exchanged at the
Corporate Trust Office.

         (g)      Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder or his attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer or exchange shall be cancelled and
subsequently disposed of by the Trustee.

         (h)      No service charge shall be made for any registration of
transfer or exchange of Certificates, but the Trustee 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 Certificates.

         SECTION 7.04. MUTILATED, DESTROYED, LOST, OR STOLEN CERTIFICATES. If
(a) any mutilated Certificate shall be surrendered to the Certificate Registrar,
or if the Certificate Registrar shall receive evidence to its satisfaction of
the destruction, loss or theft of any Certificate, and (b) there shall be
delivered to the Certificate Registrar and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such


                                       42
<PAGE>

Certificate shall have been acquired by a bona fide purchaser, the Trustee on
behalf of the Trust shall execute and the Trustee shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and denomination. In
connection with the issuance of any new Certificate under this Section 7.04, the
Trustee and the Certificate Registrar 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 Certificate issued pursuant to this Section
7.04 shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

         SECTION 7.05. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Trustee or the Certificate
Registrar shall treat the Person in whose name any Certificate shall be
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.06 and for all other purposes whatsoever,
and neither the Trustee nor the Certificate Registrar shall be bound by any
notice to the contrary.

         SECTION 7.06. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES. The Trustee shall furnish or cause to be furnished to the Servicer,
within 15 days after receipt by the Trustee of a request therefor from the
Servicer in writing, a list, in such form as the Servicer may reasonably
require, of the names and addresses of all Certificateholders as of the most
recent Record Date. If three or more Certificateholders, or one or more Holders
of Certificates aggregating not less than 25% of the Class A Certificate Balance
or the Class B Certificate Balance, apply in writing to the Trustee, and such
application states that the applicants desire to communicate with other
Certificateholders of their class with respect to their rights under this
Agreement or under the Certificates and such application shall be accompanied by
a copy of the communication that such applicants propose to transmit, then the
Trustee shall, within five Business Days after the receipt of such application,
request from the Clearing Agency and make available to such Certificateholders
access during normal business hours to the current list of Certificateholders of
such class. Each Holder, by receiving and holding a Certificate, shall be deemed
to have agreed to hold neither the Servicer nor the Trustee accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

         SECTION 7.07. MAINTENANCE OF OFFICE OR AGENCY. The Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustee in
respect of the Certificates and this Agreement may be served. The Trustee
initially designates the Corporate Trust Office as its office for such purposes.
The Trustee shall give prompt written notice to the Servicer and to the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

         SECTION 7.08. BOOK-ENTRY CERTIFICATES. The Class A Certificates and the
Class B Certificates, upon original issuance, will be issued in the form of
typewritten Certificates representing the Book-Entry Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency (or a
custodian therefor), by, or on behalf of, the Seller. The Class A Certificates
and the Class B Certificates delivered to The Depository Trust Company shall
initially be registered on the Certificate Register in the name of CEDE & Co.,
the nominee of the


                                       43

<PAGE>

initial Clearing Agency, and no Certificate Owner will receive a definitive
certificate representing such Certificate Owner's interest in the Class A
Certificates or the Class B Certificates, except as provided in Section 7.10.
Unless and until definitive, fully registered Certificates (the "DEFINITIVE
CERTIFICATES") have been issued to Certificate Owners pursuant to Section 7.10:

                  (i)      the provisions of this Section 7.08 shall be in full
         force and effect;

                  (ii)     the Seller, the Servicer, the Certificate Registrar
         and the Trustee may deal with the Clearing Agency for all purposes
         (including the making of distributions on the Class A Certificates and
         the Class B Certificates) as the authorized representative of the
         Certificate Owners;

                  (iii)    to the extent that the provisions of this Section
         7.08 conflict with any other provisions of this Agreement, the
         provisions of this Section 7.08 shall control;

                  (iv)     the rights of Certificate Owners shall be exercised
         only through the Clearing Agency and shall be limited to those
         established by law and agreements between such Certificate Owners and
         the Clearing Agency and/or the Clearing Agency Participants. Pursuant
         to the Depository Agreement, unless and until Definitive Certificates
         are issued pursuant to Section 7.10, the initial Clearing Agency will
         make book-entry transfers among the Clearing Agency Participants and
         receive and transmit distributions of principal and interest on the
         Class A Certificates and the Class B Certificates to such Clearing
         Agency Participants; and

                  (v)      whenever this Agreement requires or permits actions
         to be taken based upon instructions or directions of Holders evidencing
         a specified percentage of the Controlling Class of Certificates, the
         Clearing Agency shall be deemed to represent such percentage only to
         the extent that it has received instructions to such effect from
         Certificate Owners and/or Clearing Agency Participants owning or
         representing, respectively, such required percentage of the Controlling
         Class of Certificates and has delivered such instructions to the
         Trustee. The Trustee shall have no obligation to ascertain whether the
         Clearing Agency has in fact received any such instructions.

         SECTION 7.09.  NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to the Class A Certificateholders or the Class B
Certificateholders are required under this Agreement, unless and until
Definitive Certificates shall have been issued to Certificate Owners pursuant to
Section 7.10, the Trustee and the Servicer shall give all such notices and
communications specified herein to be given to Holders of the Class A
Certificates and the Class B Certificates to the Clearing Agency.

         SECTION 7.10.  DEFINITIVE CERTIFICATES. If (i)(A) the Seller advises
the Trustee in writing that the Clearing Agency is no longer willing or able
properly to discharge its responsibilities under the Depository Agreement, and
(B) the Trustee or the Seller is unable to locate a qualified successor, (ii)
the Seller, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency, or (iii) after the
occurrence of an Event of Default, Certificate Owners representing beneficial
interests aggregating not less than a majority


                                       44
<PAGE>

of the Class A Certificate Balance or Class B Certificate Balance, as
applicable, advise the Trustee and the Clearing Agency through the Clearing
Agency Participants in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the
Certificate Owners of such class, then the Trustee shall notify the Clearing
Agency and request that the Clearing Agency notify all Certificate Owners of
such class of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners of such class requesting the same.
Upon surrender to the Trustee of the Certificates of such class by the Clearing
Agency, accompanied by registration instructions from the Clearing Agency for
registration, the Trustee shall issue the applicable Definitive Certificates of
such class and deliver such Definitive Certificates in accordance with the
instructions of the Clearing Agency. Neither the Seller, the Certificate
Registrar nor the Trustee shall be liable for any delay in delivery of such
instructions and each may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates, the
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

                                  ARTICLE VIII

                                   THE SELLER

         SECTION 8.01.  REPRESENTATIONS OF SELLER. The Seller makes the
following representations on which the Trustee relies in accepting the
Receivables in trust and executing and authenticating the Certificates. The
representations speak as of the execution and delivery of this Agreement and
shall survive the sale of the Receivables to the Trustee:

                  (i)   ORGANIZATION AND GOOD STANDING. The Seller has been duly
         organized and is validly existing as a corporation in good standing
         under the laws of the State of California, with corporate 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, corporate power,
         authority and legal right to acquire and own the Receivables.

                  (ii)  DUE QUALIFICATION. The Seller is duly qualified to do
         business as a foreign corporation in good standing, and has obtained
         all necessary licenses and approvals in all jurisdictions in which the
         ownership or lease of property or the conduct of its business shall
         require such qualifications and where the failure to so qualify would
         have a material adverse effect on the ability of the Seller to perform
         its obligations under this Agreement.

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


                                       45
<PAGE>

                  (iv)  VALID SALE; BINDING OBLIGATIONS. This Agreement
         evidences a valid sale, transfer and assignment of the Receivables,
         enforceable against creditors of and purchasers from the Seller (other
         than a good faith purchaser for value in the ordinary course of
         business who takes actual possession of one or more Receivables); and
         this Agreement is a legal, valid and binding obligation of the Seller
         enforceable in accordance with its terms, subject to the effect of
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting creditors' rights generally and by general equitable
         principles.

                  (v)   NO VIOLATION. 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 Seller,
         or any indenture, agreement or other instrument to which the Seller is
         a party or by which it shall be 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 the
         Basic Documents); nor violate any law or, to the best of the Seller's
         knowledge, any order, rule or regulation applicable to the Seller of
         any court or of any federal or state regulatory body, administrative
         agency or other governmental instrumentality having jurisdiction over
         the Seller or its properties; which breach, default, conflict, Lien or
         violation in any case would have a material adverse effect on the
         ability of the Seller to perform its obligations under this Agreement.

                  (vi)  NO PROCEEDINGS. There are no proceedings or
         investigations pending, or (to the best of the Seller's knowledge)
         threatened, before any court, regulatory body, administrative agency or
         other governmental instrumentality having jurisdiction over the Seller
         or its properties: (A) asserting the invalidity of this Agreement, the
         Yield Supplement Agreement, the Custody and Pledge Agreement or the
         Certificates; (B) seeking to prevent the issuance of the Certificates
         or the consummation of any of the transactions contemplated by this
         Agreement, , the Yield Supplement Agreement, the Custody and Pledge
         Agreement; (C) seeking any determination or ruling that would
         materially and adversely affect the performance by the Seller of its
         obligations under, or the validity or enforceability of, this
         Agreement, the Yield Supplement Agreement, the Custody and Pledge
         Agreement or the Certificates; or (D) relating to the Seller and which
         would adversely affect the federal or any state income tax attributes
         of the Certificates.

         SECTION 8.02.  LIABILITY OF SELLER; INDEMNITIES. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller under this Agreement.

                        (i)     The Seller shall indemnify, defend and hold
         harmless the Trustee, the Trust and the Certificateholders and the
         Trust from and against any taxes that may at any time be asserted
         against the Trustee or the Trust with respect to, and as of the date
         of, the sale of the Receivables to the Trust or the issuance and
         original sale of the Certificates, including any sales, gross receipts,
         general corporation, tangible personal property, privilege or license
         taxes (but, in the case of the Trust, not including any taxes


                                       46
<PAGE>

         asserted with respect to ownership of the Receivables or federal or
         other income taxes arising out of the transactions contemplated by this
         Agreement) and costs and expenses in defending against the same.

                        (ii)    The Seller shall indemnify, defend and hold
         harmless the Trustee from and against any loss, liability or expense
         incurred by reason of (A) the Seller's willful misfeasance, bad faith
         or negligence in the performance of its duties under this Agreement, or
         by reason of reckless disregard of its obligations and duties under
         this Agreement and (B) the Seller's violation of federal or state
         securities laws in connection with the registration or the sale of the
         Certificates.

Indemnification under this Section 8.02 shall survive the termination of this
Agreement and shall include reasonable fees and expenses of counsel and expenses
of litigation. If the Seller shall have made any indemnity payment to the
Trustee pursuant to this Section 8.02 and the Trustee thereafter shall collect
any of such amounts from others, the Trustee shall promptly repay such amounts
to the Seller, without interest (except to the extent the recipient collects
interest from others).

                  Promptly after receipt by a party indemnified under this
Section 8.02 (for purposes of this paragraph, an "Indemnified Party") of notice
of the commencement of any action, such Indemnified Party will, if a claim is to
be made in respect thereof against the Seller under this Section 8.02, notify
the Seller of the commencement thereof. If any such action is brought against
any Indemnified Party under this Section 8.02 and it notifies the Seller of the
commencement thereof, the Seller will assume the defense thereof, with counsel
reasonably satisfactory to such Indemnified Party (who may, unless there is, as
evidenced by an opinion of counsel to the Indemnified Party stating that there
is an unwaivable conflict of interest, be counsel to the Seller), and the Seller
will not be liable to such Indemnified Party under this Section 8.02 for any
legal or other expenses subsequently incurred by such Indemnified Party in
connection with the defense thereof, other than reasonable costs of
investigation. The obligations set forth in this Section 8.02 shall survive the
termination of this Agreement or the resignation or removal of the Trustee and
shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Seller shall have made any indemnity payments pursuant to
this Section 8.02 and the Person to or on behalf of whom such payments are made
thereafter collects any of such amounts from others, such Person shall promptly
repay such amounts to the Seller, without interest (except to the extent
received by such Person).

         SECTION 8.03.  MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SELLER. Subject to Section 8.06, any Person (i) into which the
Seller may be merged or consolidated, (ii) resulting from any merger, conversion
or consolidation to which the Seller shall be a party, (iii) succeeding to the
business of the Seller or (iv) that is a corporation more than 50% of the voting
stock of which is owned directly or indirectly by AHFC, which Person in any of
the foregoing cases executes an agreement of assumption to perform every
obligation of the Seller under this Agreement, will be the successor to the
Seller under this Agreement without the execution or filing of any document or
any further act on the part of any of the parties to this Agreement; PROVIDED,
HOWEVER, that (x) immediately after giving effect to such transaction, no
representation or warranty made pursuant to Section 3.01 shall have been
breached and no Event


                                       47
<PAGE>

of Default, and no event that, after notice or lapse of time, or both, would
become an Event of Default, shall have occurred and be continuing, (y) the
Seller shall have delivered to the Trustee an Officer's Certificate stating that
such consolidation, merger or succession and such agreement or assumption comply
with this Section 8.03 and that all conditions precedent, if any, provided for
in this Agreement relating to such transaction have been complied with and (z)
the Seller shall have delivered to the Trustee an Opinion of Counsel either (A)
stating that, in the opinion of such counsel, based on customary qualifications
and assumptions, all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully to
perfect the interest of the Trustee in the Receivables, and reciting the details
of such filings, or (B) stating that, in the opinion of such counsel, no such
action shall be necessary to preserve and protect such interest. The Seller
shall provide notice of any merger, consolidation or succession pursuant to this
Section 8.03 to each Rating Agency. Notwithstanding anything herein to the
contrary, the execution of the foregoing agreement of assumption and compliance
with clauses (x), (y) and (z) above shall be conditions to the consummation of
the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

         SECTION 8.04.  LIMITATION ON LIABILITY OF SELLER AND OTHERS.

         (a) Neither the Seller nor any of the directors, officers, employees or
agents of the Seller shall be under any liability to the Trust or the
Certificateholders, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this
Agreement; PROVIDED, HOWEVER, that this provision shall not protect the Seller
or any such person against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties under this
Agreement. The Seller and any director, officer, employee or agent of the Seller
may rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising under this Agreement.

         (b) The Seller shall not be under any obligation to appear in,
prosecute or defend any legal action that shall not be incidental to its
obligations under this Agreement, and that in its opinion may cause it to incur
any expense or liability; PROVIDED, HOWEVER, that the Seller may undertake any
reasonable action that it may deem necessary or desirable in respect of this
Agreement and its obligations under this Agreement. In such event, the legal
expenses and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Seller and the Seller will not be
entitled to be reimbursed therefor.

         SECTION 8.05.  SELLER MAY OWN CERTIFICATES. The Seller and any
Affiliate of the Seller may in its individual or any other capacity become the
owner or pledgee of Certificates with the same rights as it would have if it
were not the Seller or an affiliate thereof, except as otherwise provided in the
definition of "Certificateholder" specified in Section 1.01 and except as
otherwise specifically provided herein. Certificates so owned by or pledged to
the Seller or such controlling or commonly controlled Person shall have an equal
and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates, except as
otherwise expressly provided in this Agreement.


                                       48
<PAGE>

         SECTION 8.06.  ADDITIONAL COVENANTS.

         (a) The Seller agrees with the Certificate Owners and each Rating
Agency that the Seller shall not issue any additional securities that could
reasonably be expected to affect materially and adversely the rating of the
Certificates issued pursuant to this Agreement unless it shall have first
obtained the written consent of each Rating Agency to the effect that such
issuance will not materially adversely affect such rating; provided that, the
issuance of another series of certificates pursuant to an agreement with terms
substantially similar to the terms of this Agreement shall not be deemed to
materially and adversely affect the ratings on the Certificates. The Seller
shall provide a copy of any such consent to the Trustee.

         (b) The Seller shall not do any of the following (without the prior
written consent of each Rating Agency (which consent shall be to the effect that
the acts set forth below shall not affect materially adversely such rating) and,
upon the Seller's receipt of such written consent from each such Rating Agency,
the Trustee shall, without any exercise of its own discretion, also provide its
written consent to the Seller):

                           (i)      engage in any business or activity other
         than those set forth in Article Three of the Seller's Articles of
         Incorporation, as amended;

                           (ii)     incur any indebtedness, or assume or
         guaranty any indebtedness of any other entity, other than (A) any
         indebtedness incurred in connection with any certificates or notes (as
         defined in the Seller's Articles of Incorporation), provided that any
         such future indebtedness incurred in connection with any certificates
         or notes must be rated at least with the same ratings given the
         outstanding certificates or notes by each nationally recognized
         statistical rating organization that has rated the outstanding
         certificates or notes or, prior to the issuing of such future
         indebtedness incurred in connection with any certificates or notes, the
         Seller shall have received confirmation from each nationally recognized
         statistical rating organization that has rated the outstanding
         certificates or notes that the ratings of the outstanding certificates
         or notes will not be adversely affected by the issuing of such future
         indebtedness and (B) any indebtedness to AHFC or any of its Affiliates
         incurred in connection with the acquisition of receivables, which
         indebtedness shall be subordinated to all other obligations of the
         Seller and shall be nonrecourse debt of the Seller, except with respect
         to proceeds of the receivables in excess of such proceeds necessary to
         pay all obligations in relation to the certificates or the notes
         ("Excess Proceeds"), and shall not constitute a claim against the
         Seller to the extent that Excess Proceeds are insufficient to pay such
         indebtedness;

                           (iii)    dissolve or liquidate, in whole or in part;
         consolidate or merge with or into any other entity or convey or
         transfer its properties and assets substantially as an entirety to any
         entity, unless:

                                    (A) the entity (if other than the Seller)
                  formed or surviving the consolidation or merger or which
                  acquires the properties and assets of the Seller is organized
                  and existing under the laws of the State of California,
                  expressly assumes the due and punctual payment of, and all
                  obligations of, the Seller, including those obligations of the
                  Seller under this Agreement, and has a Articles


                                       49
<PAGE>

                  of Incorporation containing provisions identical to the
                  provisions of Article Three, Article Four and Article Fifteen
                  of the Seller's Articles of Incorporation, as amended; and

                                    (B) immediately after giving effect to the
                  transaction, no default or event of default has occurred and
                  is continuing under any indebtedness of the Seller or any
                  agreements relating to such indebtedness; and

                                    (C) the entity (if other than the Seller)
                  formed or surviving the consolidation or merger or which
                  acquires the properties and assets of the Seller agrees that
                  (i) it shall maintain its funds or assets as identifiable and
                  not commingle its funds or assets with those of any direct or
                  ultimate parent of such entity and pay from its assets all
                  obligations and indebtedness of any kind incurred by it, (ii)
                  it shall maintain bank accounts, corporate records and books
                  of account separate from those of any direct or ultimate
                  parent of such entity and (iii) the business affairs of such
                  entity will be managed by or under the direction of its Board
                  of Directors and it will conduct its business from an office
                  space separate from any direct or ultimate parent of such
                  entity; and

                                    (D) each nationally recognized statistical
                  rating organization that has rated any issue of certificates
                  or notes pursuant to any agreement or any series or class of
                  certificates or notes shall confirm in writing that the rating
                  of such certificates or notes shall not be adversely affected
                  by such consolidation or merger; or

                           (iv)     Without the affirmative vote of 100% of the
         members of the Board of Directors of the Seller, the Seller shall not
         institute proceedings to be adjudicated bankrupt or insolvent, or
         consent to the institution of bankruptcy or insolvency proceedings
         against it, or file a petition seeking or consent to reorganization or
         relief under any applicable federal or state law relating to
         bankruptcy, or consent to the appointment of a receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         corporation or substantially all of its property, or make any
         assignment for the benefit of creditors.

                                   ARTICLE IX

                                  THE SERVICER

         SECTION 9.01.  REPRESENTATIONS OF SERVICER. The Servicer makes the
following representations on which the Trustee relies in accepting the
Receivables in trust and executing and authenticating the Certificates. The
representations speak as of the execution and delivery of this Agreement and
shall survive the sale of the Receivables to the Trust:

                           (i)      ORGANIZATION AND GOOD STANDING. The Servicer
         is duly organized and is validly existing as a corporation in good
         standing under the laws of the state of California, with corporate
         power and authority to own its properties and to conduct its business
         as such properties are currently owned and such business is presently
         conducted,


                                       50
<PAGE>

         and had at all relevant times, and has, corporate power, authority and
         legal right to acquire, own, sell and service the Receivables and to
         hold the Receivable Files as custodian on behalf of the Trustee.

                           (ii)     DUE QUALIFICATION. The Servicer is duly
         qualified to do business as a foreign corporation in good standing, and
         has obtained all necessary licenses and approvals in all jurisdictions
         in which the ownership or lease of property or the conduct of its
         business relating to the servicing of the Receivables as required by
         this Agreement shall require such qualifications and where the failure
         to so qualify would have a material adverse effect on the ability of
         the Servicer to perform its obligations under this Agreement.

                           (iii)    POWER AND AUTHORITY. The Servicer has the
         power and authority to execute and deliver this Agreement and to carry
         out its terms; and the execution, delivery and performance of this
         Agreement have been duly authorized by the Servicer by all necessary
         corporate action.

                           (iv)     BINDING OBLIGATION. This Agreement
         constitutes a legal, valid and binding obligation of the Servicer
         enforceable in accordance with its terms, subject to the effect of
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws affecting creditors' rights generally and to general equitable
         principles.

                           (v)      NO VIOLATION. 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 Servicer, or any indenture, agreement or other instrument to
         which the Servicer is a party or by which it shall be 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 this Agreement); nor violate any law or any
         order, rule or regulation applicable to the Servicer of any court or of
         any federal or state regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over the Servicer or
         its properties; which breach, default, conflict, Lien or violation in
         any case would have a material adverse effect on the ability of the
         Servicer to perform its obligations under this Agreement.

                           (vi)     NO PROCEEDINGS. There are no proceedings or
         investigations pending, or, to the best of the Servicer's knowledge,
         threatened, before any court, regulatory body, administrative agency or
         other governmental instrumentality having jurisdiction over the
         Servicer or its properties: (A) asserting the invalidity of this
         Agreement or the Certificates; (B) seeking to prevent the issuance of
         the Certificates or the consummation of any of the transactions
         contemplated by this Agreement; (C) seeking any determination or ruling
         that would materially and adversely affect the performance by the
         Servicer of its obligations under, or the validity or enforceability
         of, this Agreement or the Certificates; or (D) relating to the Servicer
         and that would adversely affect the federal or any state income tax
         attributes of the Certificates.


                                       51
<PAGE>

         SECTION 9.02.  INDEMNITIES OF SERVICER. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement.

                           (i)      The Servicer shall defend, indemnify and
         hold harmless the Trustee, the Trust and the Certificateholders from
         and against any and all costs, expenses, losses, damages, claims and
         liabilities (collectively, "Damages") arising out of or resulting from
         the use, ownership or operation by the Servicer or any of its
         Affiliates thereof (other than the Trust) of a Financed Vehicle.

                           (ii)     The Servicer shall indemnify, defend and
         hold harmless the Trustee, the Trust and the Certificateholders from
         and against any and all Damages to the extent that such Damage arose
         out of, or was imposed upon the Trustee, the Trust or the
         Certificateholders through the negligence, willful misfeasance or bad
         faith of the Servicer in the performance of its duties under this
         Agreement or by reason of reckless disregard of its obligations and
         duties under this Agreement.

                           (iii)    The Servicer shall indemnify, defend and
         hold harmless the Trustee from and against all Damages arising out of
         or incurred in connection with the acceptance or performance of the
         trusts and duties herein contained, except to the extent that such
         Damage: (A) shall be due to the willful misfeasance, bad faith, or
         negligence of the Trustee; (B) relates to any tax other than the taxes
         with respect to which the Seller shall be required to indemnify the
         Trustee; (C) shall arise from the Trustee's breach of any of its
         representations or warranties set forth in Section 11.14; (D) shall be
         one as to which the Seller is required to indemnify the Trustee and as
         to which the Trustee has received payment of indemnity from the Seller;
         or (E) shall arise out of or be incurred in connection with the
         performance by the Trustee of the duties of successor Servicer
         hereunder.

                  Promptly after receipt by a party indemnified under this
Section 9.02 (for purposes of this paragraph, an "Indemnified Party") of notice
of the commencement of any action, such Indemnified Party will, if a claim in
respect thereof is to be made against the Servicer under this Section 9.02,
notify the Servicer of the commencement thereof. If any such action is brought
against any Indemnified Party under this Section 9.02 and it notifies the
Servicer of the commencement thereof, the Servicer will assume the defense
thereof, with counsel reasonably satisfactory to such Indemnified Party (who
may, unless there is, as evidenced by an opinion of counsel to the Indemnified
Party stating that there is an unwaivable conflict of interest, be counsel to
the Servicer), and the Servicer will not be liable to such Indemnified Party
under this Section 9.02 for any legal or other expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof, other than
reasonable costs of investigation. The obligations set forth in this Section
9.02 shall survive the termination of this Agreement or the resignation or
removal of the Servicer or the Trustee and shall include reasonable fees and
expenses of counsel and expenses of litigation. If the Servicer shall have made
any indemnity payments pursuant to this Section 9.02 and the Person to or on
behalf of whom such payments are made thereafter collects any of such amounts
from others, such Person shall promptly repay such amounts to the Servicer,
without interest (except to the extent received by such Person).


                                       52
<PAGE>

                  Indemnification under this Section 9.02 by AHFC (or any
successor thereto pursuant to Section 9.03) as Servicer, with respect to the
period such Person was the Servicer, shall survive the termination of such
Person as Servicer or a resignation by such Person as Servicer as well as the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Servicer shall have made any
indemnity payments pursuant to this Section 9.02 and the recipient thereafter
collects any of such amounts from others, the recipient shall promptly repay
such amounts to the Servicer, without interest (except to the extent the
recipient collects interest from others).

         SECTION 9.03.  MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SERVICER. Any Person (i) into which the Servicer may be merged
or consolidated, (ii) resulting from any merger, conversion or consolidation to
which the Servicer shall be a party, (iii) succeeding to the business of the
Servicer, or (iv) so long as AHFC acts as Servicer, that is a corporation more
than 50% of the voting stock of which is owned directly or indirectly by AHFC,
which Person in any of the foregoing cases executes an agreement of assumption
to perform every obligation of the Servicer under this Agreement, will be the
successor to the Servicer under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties to this
Agreement; PROVIDED, HOWEVER, that (x) immediately after giving effect to such
transaction, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be
continuing, (y) the Servicer shall have delivered to the Trustee an Officer's
Certificate stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section 9.03 and that all conditions
precedent provided for in this Agreement relating to such transaction have been
complied with and (z) the Servicer shall have delivered to the Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel,
based on customary qualifications and assumptions, all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary fully to perfect the interest of the Trustee in the Receivables,
and reciting the details of such filings, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interest. The Servicer shall provide notice of any merger, consolidation or
succession pursuant to this Section 9.03 to each Rating Agency. Notwithstanding
anything herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (x), (y) and (z) above shall be
conditions to the consummation of the transactions referred to in clauses (i),
(ii), (iii) or (iv) above.

         SECTION 9.04.  LIMITATION ON LIABILITY OF SERVICER AND OTHERS.

         (a) Neither the Servicer nor any of the directors, officers, employees
or agents of the Servicer shall be under any liability to the Trust or the
Certificateholders, except as provided under this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this
Agreement; PROVIDED, HOWEVER, that this provision shall not protect the Servicer
or any such person against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties under this
Agreement. The Servicer and any director, officer, employee or agent of the
Servicer may rely in good faith on the advice of counsel or on any


                                       53
<PAGE>

document of any kind, prima facie properly executed and submitted by any Person
respecting any matters arising under this Agreement.

         (b) Except as provided in this Agreement, the Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its duties to service the Receivables in accordance
with this Agreement, and that in its opinion may cause it to incur any expense
or liability; PROVIDED, HOWEVER, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect of this Agreement and
the rights and duties of the parties to this Agreement and the interests of the
Certificateholders under this Agreement. In such event, the legal expenses and
costs of such action and any liability resulting therefrom shall be expenses,
costs and liabilities of the Servicer and the Servicer will not be entitled to
be reimbursed therefor.

         SECTION 9.05. DELEGATION OF DUTIES. So long as AHFC acts as Servicer,
the Servicer may at any time without notice or consent subcontract substantially
all its duties under this Agreement to any corporation more than 50% of the
voting stock of which is owned, directly or indirectly, by AHFC. The Servicer
may at any time perform specific duties as servicer under this Agreement through
other subcontractors; PROVIDED, HOWEVER, that no such delegation or
subcontracting shall relieve the Servicer of its responsibilities with respect
to such duties as to which the Servicer shall remain primarily responsible with
respect thereto.

         SECTION 9.06. AHFC NOT TO RESIGN AS SERVICER. Subject to Section 9.03
hereof, AHFC shall not resign from the obligations and duties hereby imposed on
it as Servicer under this Agreement except upon determination that the
performance of its duties under this Agreement shall no longer be permissible
under applicable law. Notice of any such determination permitting the
resignation of AHFC shall be communicated to the Trustee at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee concurrently with or promptly after such notice. No
such resignation shall become effective until the Trustee or a successor
Servicer shall (i) have taken the actions required by Section 10.01(b) of this
Agreement to effect the termination of the responsibilities and rights of the
predecessor Servicer under this Agreement, including the transfer to the
successor Servicer for administration by it of all cash amounts that shall at
the time be held by the predecessor Servicer for deposit, or shall thereafter be
received with respect to a Receivable and the delivery of the Receivable Files,
and the related accounts and records maintained by the Servicer, and (ii) have
assumed the responsibilities and obligations of AHFC as Servicer under this
Agreement in accordance with Section 10.02 of this Agreement (other than the
initial Servicer's obligation to make Advances).

                                    ARTICLE X

                                     DEFAULT

         SECTION 10.01. EVENTS OF DEFAULT.

         (a) If any one of the following events ("Events of Default") shall
occur and be continuing:


                                       54
<PAGE>

                           (i) Any failure (A) by the Servicer to deliver to the
         Trustee for distribution to Certificateholders, or (B) by the Seller to
         deliver, for so long as the Custody and Pledge Agreement or similar
         agreement is in existence, to the Custodian for deposit in the Reserve
         Fund any proceeds or payment required to be so delivered under the
         terms of the Certificates, this Agreement or the Custody and Pledge
         Agreement, as the case may be, that shall continue unremedied for a
         period of three Business Days after (1) written notice of such failure
         is received by the Servicer or the Seller, as the case may be, from the
         Trustee or Custodian, as the case may be, (2) discovery of such failure
         by an officer of the Servicer or the Seller, as the case may be, or (3)
         written notice of such failure is received by the Servicer or the
         Seller, as the case may be, from the Holders of Certificates evidencing
         not less than a majority of the Class A Certificate Balance or the
         Class B Certificate Balance; or

                           (ii) Failure on the part of the Servicer or, so long
         as the Servicer is AHFC, the Seller duly to observe or to perform in
         any material respect any other covenant or agreement of the Servicer or
         the Seller (as the case may be) set forth in the Certificates or in
         this Agreement, which failure shall (A) materially and adversely affect
         the rights of Certificateholders and (B) continue unremedied for a
         period of 90 days after the date on which written notice of such
         failure, requiring the same to be remedied, shall have been given (1)
         to the Servicer or the Seller (as the case may be), by the Trustee, or
         (2) to the Servicer or the Seller (as the case may be), and to the
         Trustee by the Holders of Certificates evidencing not less than a
         majority of the Class A Certificate Balance or the Class B Certificate
         Balance; or

                           (iii) The entry of a decree or order by a court or
         agency or supervisory authority having jurisdiction in the premises for
         the appointment of a conservator, receiver or liquidator for the
         Servicer in any insolvency, readjustment of debt, marshalling of assets
         and liabilities or similar proceedings, or for the winding up or
         liquidation of its respective affairs, and the continuance of any such
         decree or order unstayed and in effect for a period of 90 consecutive
         days; or

                           (iv) The consent by the Servicer to the appointment
         of a conservator or receiver or liquidator in any insolvency,
         readjustment of debt, marshalling of assets and liabilities or similar
         proceedings of or relating to the Servicer or relating to substantially
         all of its property; or the Servicer shall admit in writing its
         inability to pay its debts generally as they become due, file a
         petition to take advantage of any applicable insolvency or
         reorganization statute, make an assignment for the benefit of its
         creditors or voluntarily suspend payment of its obligations;

then, and in each and every case, so long as an Event of Default shall not have
been remedied, either the Trustee, or the Holders evidencing not less than a
majority of the Controlling Class of Certificates, by notice then given in
writing to the Servicer (and to the Trustee if given by the Certificateholders)
may terminate all of the rights and obligations of the Servicer under this
Agreement. On or after the receipt by the Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Certificates or the Receivables or otherwise, shall, without further
action, pass to and be vested in the Trustee or such successor Servicer as may
be appointed under Section 10.02; and, without limitation, the


                                       55
<PAGE>

Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the predecessor Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise.

         (b) The predecessor Servicer shall cooperate with the successor
Servicer and the Trustee in effecting the termination of the responsibilities
and rights of the predecessor Servicer under this Agreement, including the
transfer to the successor Servicer for administration by it of all cash amounts
that shall at the time be held by the predecessor Servicer for deposit, or shall
thereafter be received with respect to a Receivable and the delivery of the
Receivable Files, and the related accounts and records maintained by the
Servicer. All reasonable costs and expenses (including attorneys' fees) incurred
in connection with transferring the Receivable Files to the successor Servicer
and amending this Agreement to reflect such succession as Servicer pursuant to
this Section 10.01 shall be paid by the predecessor Servicer upon presentation
of reasonable documentation of such costs and expenses. Upon receipt of notice
of an Event of Default, the Trustee shall give notice thereof to each of the
Rating Agencies.

         SECTION 10.02. APPOINTMENT OF SUCCESSOR.

         (a) Upon the Servicer's receipt of notice of termination pursuant to
Section 10.01 or the Servicer's resignation in accordance with the terms of this
Agreement, the predecessor Servicer shall continue to perform its functions as
Servicer under this Agreement, in the case of termination, only until the date
specified in such termination notice or, if no such date is specified in a
notice of termination, until receipt of such notice and, in the case of
resignation, until the earlier of (x) the date 45 days from the delivery to the
Trustee of written notice of such resignation (or written confirmation of such
notice) in accordance with the terms of this Agreement and (y) the date upon
which the predecessor Servicer shall become unable to act as Servicer, as
specified in the notice of resignation and accompanying Opinion of Counsel. In
the event of the Servicer's resignation or termination hereunder, the Trustee
shall appoint a successor Servicer, and the successor Servicer shall accept its
appointment by a written assumption in form acceptable to the Trustee. If a
successor Servicer has not been appointed at the time when the predecessor
Servicer has ceased to act as Servicer in accordance with this Section 10.02,
the Trustee without further action shall automatically be appointed the
successor Servicer. Notwithstanding the above, the Trustee shall, if it shall be
unwilling or legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, and the predecessor Servicer, if no successor Servicer
has been appointed at the time the predecessor Servicer has ceased to act, may
petition a court of competent jurisdiction to appoint, any established
institution, having a net worth of not less than $100,000,000 and whose regular
business shall include the servicing of automotive receivables, as the successor
to the Servicer under this Agreement.

         (b) Upon appointment, the successor Servicer shall be the successor in
all respects to the predecessor Servicer and shall be subject to all the
responsibilities, duties and liabilities arising thereafter relating thereto
placed on the predecessor Servicer (except the initial Servicer's obligation to
make Advances), and shall be entitled, subject to the arrangements referred to
in


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<PAGE>

paragraph (c) below, to the Total Servicing Fees and all of the rights granted
to the predecessor Servicer by the terms and provisions of this Agreement.

         (c) In connection with such appointment, the Trustee may make such
arrangements for the compensation of such successor Servicer out of payments on
Receivables as it and such successor Servicer shall agree; PROVIDED, HOWEVER,
that no such compensation shall be in excess of that permitted the predecessor
Servicer under this Agreement. The Trustee and such successor Servicer shall
take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.

         SECTION 10.03. REPAYMENT OF ADVANCES. If the identity of the Servicer
shall change, the predecessor Servicer shall be entitled to receive, to the
extent of available funds, reimbursement for Outstanding Advances pursuant to
Section 5.04 and 5.05, in the manner specified in Section 5.06, with respect to
all Advances made by the predecessor Servicer.

         SECTION 10.04. NOTIFICATION TO CERTIFICATEHOLDERS. Upon any termination
of, or appointment of a successor to, the Servicer pursuant to this Article X,
the Trustee shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register and to each of
the Rating Agencies.

         SECTION 10.05. WAIVER OF PAST DEFAULTS. The Holders of Certificates
evidencing not less than a majority of the Controlling Class of Certificates
may, on behalf of all Holders of Certificates, waive any default by the Servicer
in the performance of its obligations hereunder and its consequences, except a
default in making any required deposits to or payments from the Collection
Account or the Certificate Account in accordance with this Agreement. Upon any
such waiver of a past default, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

                                   ARTICLE XI

                                   THE TRUSTEE

         SECTION 11.01. DUTIES OF TRUSTEE. The Trustee, both prior to the
occurrence of an Event of Default and after an Event of Default shall have been
cured or waived, shall undertake to perform such duties as are specifically set
forth in this Agreement. If an Event of Default shall have occurred and shall
not have been cured or waived and, in the case of an Event of Default described
in clause (i) of Section 10.01(a), the Trustee has received notice of such Event
of Default pursuant to Section 4.10(b), the Trustee shall exercise such of the
rights and powers vested in it by this Agreement, and shall use the same degree
of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of its own affairs; PROVIDED, HOWEVER,
that if the Trustee shall assume the duties of the Servicer pursuant to Section
10.02, the Trustee in performing such duties shall use the degree of skill and
attention customarily exercised by a servicer with respect to automobile
receivables that it services for itself or others. If the Trustee becomes the
successor servicer, the Trustee shall not be obligated to make Advances pursuant
to Section 5.04.


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<PAGE>

The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that shall be specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

The Trustee shall take and maintain custody of the list of Receivables included
as Schedule A to this Agreement and shall retain all Servicer's Certificates
identifying Receivables that become Administrative Receivables or Warranty
Receivables.

No provision of this Agreement shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own bad faith; PROVIDED, HOWEVER, that:

                           (i) Prior to the occurrence of an Event of Default
         (or, in the case of an Event of Default described in clause (i) of
         Section 10.01(a), before the Trustee has received notice thereof
         pursuant to Section 4.10(b)), and after the curing or waiving of all
         such Events of Default that may have occurred, (A) the duties and
         obligations of the Trustee shall be determined solely by the express
         provisions of this Agreement, (B) the Trustee shall not be liable
         except for the performance of such duties and obligations as shall be
         specifically set forth in this Agreement, (C) no implied covenants or
         obligations shall be read into this Agreement against the Trustee and
         (D) in the absence of bad faith on the part of the Trustee, the Trustee
         may conclusively rely on the truth of the statements and the
         correctness of the opinions expressed upon any certificates or opinions
         furnished to the Trustee and conforming to the requirements of this
         Agreement;

                           (ii) The Trustee shall not be liable for an error of
         judgment made in good faith by a Trustee Officer, unless it shall be
         proved that the Trustee shall have been negligent in ascertaining the
         pertinent facts;

                           (iii) The Trustee shall not be liable with respect to
         any action taken, suffered or omitted to be taken in good faith in
         accordance with this Agreement or at the direction of the Holders of
         Certificates evidencing not less than a majority of the Controlling
         Class of Certificates relating to the time, method and place of
         conducting any proceeding for any remedy available to the Trustee, or
         exercising any trust or power conferred upon the Trustee, under this
         Agreement;

                           (iv) The Trustee shall not be charged with knowledge
         of any failure by the Servicer to comply with the obligations of the
         Servicer referred to in Section 10.01, or of any failure by the Seller
         to comply with the obligations of the Seller referred to in Section
         10.01, unless a Trustee Officer assigned to the Trustee's Corporate
         Trust Administration Department obtains actual knowledge of such
         failure (it being understood that knowledge of the Servicer or the
         Servicer as custodian, in its capacity as agent for the Trustee, is not
         attributable to the Trustee) or the Trustee receives written notice of
         such failure from the Servicer or the Seller, as the case may be, or
         the Holders of Certificates evidencing not less than a majority of the
         Class A Certificate Balance or the Class B Certificate Balance; and


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<PAGE>

                           (v) Without limiting the generality of this Section
         11.01 or Section 11.04, the Trustee shall have no duty (A) to see to
         any recording, filing or depositing of this Agreement, any agreement
         referred to herein, or any financing statement or continuation
         statement evidencing a security interest in the Receivables or the
         Financed Vehicles, or to see to the maintenance of any such recording,
         filing or depositing or to any re-recording, refiling or redepositing
         of any thereof, (B) to see to any insurance of the Financed Vehicles or
         Obligors or to effect or maintain any such insurance, (C) to see to the
         payment or discharge of any tax, assessment or other governmental
         charge or any Lien or encumbrance of any kind owing with respect to,
         assessed or levied against, any part of the Trust, (D) to confirm or
         verify the contents of any reports or certificates of the Servicer
         delivered to the Trustee pursuant to this Agreement believed by the
         Trustee to be genuine and to have been signed or presented by the
         proper party or parties, or (E) to inspect the Financed Vehicles at any
         time or ascertain or inquire as to the performance or observance of any
         of the Seller's or the Servicer's representations, warranties or
         covenants or the Servicer's duties and obligations as Servicer and as
         custodian of the Receivable Files under this Agreement.

The Trustee shall not be required to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if there shall be reasonable
ground for believing that the repayment of such funds or adequate indemnity
against such risk or liability shall not be reasonably assured to it, and none
of the provisions contained in this Agreement shall in any event require the
Trustee to perform, or be responsible for the manner of performance of, any of
the obligations of the Servicer under this Agreement except during such time, if
any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
this Agreement.

         SECTION 11.02. TRUSTEE'S CERTIFICATE. Upon request of the Seller or
Servicer, on or as soon as practicable after each Payment Date on which
Receivables shall be assigned to the Seller or the Servicer, as applicable,
pursuant to Section 11.03, the Trustee shall execute a Trustee's Certificate
based on (i) the information contained in the Servicer's Certificate for the
related Collection Period, (ii) amounts deposited to the Certificate Account and
(iii) notices received pursuant to this Agreement, identifying the Receivables
repurchased by the Seller pursuant to Section 3.02 or purchased by the Servicer
pursuant to Sections 4.07 or 12.02 during such Collection Period, and shall
deliver such Trustee's Certificate, accompanied by a copy of the Servicer's
Certificate for such Collection Period, to the Seller or the Servicer, as the
case may be. The Trustee's Certificate submitted with respect to such Payment
Date shall operate, as of such Payment Date, as an assignment, without recourse,
representation or warranty, to the Seller or the Servicer, as the case may be,
of all the Trustee's right, title and interest in (other than that the Trustee
has good and marketable title to such Receivables on behalf of the Trust) and to
such repurchased Receivable, and all security and documents relating thereto,
such assignment being an assignment outright and not for security.

         SECTION 11.03. TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND
WARRANTY RECEIVABLES. With respect to all Receivables repurchased by the Seller
pursuant to Section 3.02 or purchased by the Servicer pursuant to Sections 4.07
or 12.02, the Trustee shall by a Trustee's Certificate assign, without recourse,
representation or warranty (other than that the Trustee has


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<PAGE>

good and marketable title to such Receivables on behalf of the Trust), to the
Seller or the Servicer (as the case may be) all the Trustee's right, title and
interest in and to such Receivables, and all security and documents relating
thereto. If in any enforcement suit or legal proceeding it shall be held that
the Servicer may not enforce a Receivable on the ground that it shall not be a
real party in interest or a holder entitled to enforce the Receivable, the
Trustee shall, at the Servicer's expense, take such steps as the Trustee deems
necessary or the Servicer may reasonably request to enforce the Receivable,
including bringing suit in its name or in the name of the Certificateholders.

         SECTION 11.04. CERTAIN MATTERS AFFECTING THE TRUSTEE. Except as
otherwise provided in Section 11.01:

                           (i) The Trustee may rely and shall be protected in
         acting or refraining from acting upon any resolution, Officer's
         Certificate, Servicer's Certificate, certificate of auditors, or any
         other certificate, statement, instrument, opinion, report, notice,
         request, consent, order, appraisal, bond or other paper or document
         believed by it to be genuine and to have been signed or presented by
         the proper party or parties;

                           (ii) The Trustee may consult with counsel and any
         Opinion of Counsel shall be full and complete authorization and
         protection in respect of any action taken or suffered or omitted by it
         under this Agreement in good faith and in accordance with such Opinion
         of Counsel;

                           (iii) The Trustee shall be under no 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
         in relation to this Agreement, at the request, order or direction of
         any of the Certificateholders pursuant to the provisions of this
         Agreement, unless such Certificateholders shall have offered to the
         Trustee reasonable security or indemnity against the costs, expenses
         and liabilities that may be incurred therein or thereby; PROVIDED,
         HOWEVER, that nothing contained in this Agreement shall relieve the
         Trustee of the obligations, upon the occurrence of an Event of Default
         (that shall not have been cured or waived), to exercise such of the
         rights and powers vested in it by this Agreement, and to use the same
         degree of care and skill in its exercise as a prudent man would
         exercise or use under the circumstances in the conduct of his own
         affairs;

                           (iv) The Trustee shall not be liable for any action
         taken, suffered or omitted by it in good faith in accordance with its
         standard of care and reasonably believed by it to be authorized or
         within the discretion or rights or powers conferred upon it by this
         Agreement;

                           (v) Prior to the occurrence of an Event of Default
         (or in the case of an Event of Default described in clause (i) of
         Section 10.01(a), before the Trustee has received notice of such Event
         of Default pursuant to Section 4.10(b)) and after the curing or waiving
         of all Events of Default that may have occurred, the Trustee shall not
         be bound to make any investigation into the facts of matters stated in
         any resolution, certificate, statement, instrument, opinion, report,
         notice, request, consent, order, approval, bond or other paper or
         document, unless requested in writing to do so by


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<PAGE>

         Holders of Certificates evidencing not less than a majority of the
         Class A Certificate Balance or the Class B Certificate Balance;
         PROVIDED, HOWEVER, that if the payment within a reasonable time to the
         Trustee of the costs, expenses or liabilities likely to be incurred by
         it in the making of such investigation shall be, in the reasonable
         opinion of the Trustee, not reasonably assured to the Trustee by the
         security afforded to it by the terms of this Agreement, the Trustee may
         require reasonable indemnity against such cost, expense or liability as
         a condition to so proceeding. The reasonable expense of every such
         examination shall be paid by the Servicer or, if paid by the Trustee,
         shall be reimbursed by the Servicer within 30 days after demand.
         Nothing in this clause (v) shall affect the obligation of the Servicer
         to observe any applicable law prohibiting disclosure of information
         regarding the Obligors;

                           (vi) The Trustee may execute any of the trusts or
         powers hereunder or perform any duties under this Agreement either
         directly or by or through agents or attorneys or a custodian. The
         Trustee shall not be responsible for any misconduct or negligence of
         any such agent or custodian appointed with due care by it hereunder or
         of the Servicer in its capacity as Servicer or custodian; and

                           (vii) Subsequent to the sale of the Receivables by
         the Seller to the Trustee, the Trustee shall have no duty of
         independent inquiry, except as may be required by Section 11.01, and
         the Trustee may rely upon the representations and warranties and
         covenants of the Seller and the Servicer contained in this Agreement
         with respect to the Receivables and the Receivable Files.

         SECTION 11.05. TRUSTEE NOT LIABLE FOR CERTIFICATES OR RECEIVABLES. The
recitals contained herein and in the Certificates (other than the certificate of
authentication on the Certificates) shall be taken as the statements of the
Seller or the Servicer, as the case may be, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee shall make no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the Certificates),
or of any Receivable or related document. The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any security interest in any Financed Vehicle or any
Receivable, or the perfection and priority of such security interest or the
maintenance of any such perfection and priority, or for or with respect to the
efficacy of the Trust or its ability to generate the payments to be distributed
to Certificateholders under this Agreement, including (i) the existence,
condition, location and ownership of any Financed Vehicle; (ii) the review of
any Receivable File therefor; (iii) the existence and enforceability of any
physical damage insurance thereon; (iv) the existence and contents of any
Receivable or any Receivable File or any computer or other record thereof; (v)
the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; (vi) the completeness of any Receivable or any
Receivable File; (vii) the performance or enforcement of any Receivable; (viii)
the compliance by the Seller or the Servicer with any warranty or representation
made under this Agreement or in any related document and the accuracy of any
such warranty or representation prior to the Trustee's receipt of notice or
other discovery of any noncompliance therewith or any breach thereof; (ix) any
investment of monies by the Servicer or any loss resulting therefrom (other than
monies invested in obligations of the Trustee in its individual capacity) (it
being understood that the Trustee shall remain responsible for any Trust
property that it may hold); (x) the acts or


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<PAGE>

omissions of the Seller, the Servicer or any Obligor; (xi) any action of the
Servicer taken in the name of the Trustee; or (xii) any action by the Trustee
taken at the instruction of the Servicer; PROVIDED, HOWEVER, that the foregoing
shall not relieve the Trustee of its obligation to perform its duties under this
Agreement. Except with respect to a claim based on the failure of the Trustee to
perform its duties under this Agreement or based on the Trustee's bad faith,
negligence or willful misconduct, no recourse shall be had for any claim based
on any provision of this Agreement, the Certificates or any Receivable or
assignment thereof against the Trustee in its individual capacity and the
Trustee shall not have any personal obligation, liability or duty whatsoever to
any Certificateholder or any other Person with respect to any such claim, and
any such claim shall be asserted solely against the Trust or any indemnitor who
shall furnish indemnity as provided in this Agreement. The Trustee shall not be
accountable for the use or application by the Seller of any of the Certificates
or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Servicer in respect of the Receivables.

         SECTION 11.06. TRUSTEE MAY OWN CERTIFICATES. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
and may deal with the Seller and the Servicer in banking transactions with the
same rights as it would have if it were not Trustee.

         SECTION 11.07. TRUSTEE'S FEES AND EXPENSES. The Servicer shall pay to
the Trustee, and the Trustee shall be entitled to, the compensation separately
agreed upon between the Servicer and the Trustee for all services rendered by it
in the execution of the trusts created by this Agreement and in the exercise and
performance of any of the Trustee's powers and duties under this Agreement, and
the Servicer shall pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances (including the reasonable
compensation and the expenses and disbursements of its counsel and of all
persons not regularly in its employ) incurred or made by the Trustee in
accordance with any provisions of this Agreement, except any such expense,
disbursement or advance as may be attributable to the Trustee's willful
misfeasance, negligence, or bad faith, and the Servicer shall indemnify the
Trustee for, and hold it harmless against, any loss, liability or expense
incurred without willful misfeasance, negligence or bad faith or breach of
representations and warranties contained in Section 11.14 on the Trustee's part,
arising out of or in connection with the acceptance or administration of the
Trust, including the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties under this Agreement. Additionally, the Seller, pursuant to Section 8.02,
and the Servicer, pursuant to Section 9.02, respectively, shall indemnify the
Trustee with respect to certain matters, and the Certificateholders, pursuant to
Section 11.04, shall, upon the circumstances therein set forth, indemnify the
Trustee under certain circumstances. The provisions of this Section 11.07 shall
survive the termination of this Agreement.

         SECTION 11.08. INDEMNITY OF TRUSTEE. The Trustee shall be indemnified
by the Servicer and held harmless against any loss, liability, fee, disbursement
or expense (including any compensation or expense referred to in Section 11.07)
arising out of or incurred in connection with the acceptance or performance of
the trusts and duties contained in this Agreement to the extent that (i) the
Trustee shall not be entitled to indemnity for such loss, liability, fee,
disbursement or expense by the Seller pursuant to Section 8.02, the Servicer
pursuant to Section 9.02, or the Certificateholders pursuant to Section 11.04;
(ii) such loss, liability, fee, disbursement or expense shall not have been
incurred by reason of the Trustee's willful


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<PAGE>

misfeasance, bad faith or negligence; and (iii) such loss, liability, fee,
disbursement or expense shall not have been incurred by reason of the Trustee's
breach of its representations and warranties contained in Section 11.14.

         SECTION 11.09. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee under
this Agreement shall at all times be a corporation having an office in the same
state as the location of the Corporate Trust Office as specified in this
Agreement, organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust
powers and having a combined capital and surplus of at least $50,000,000 and a
long-term rating from Moody's of at least Baa3 (or having a corporate parent
with at least such rating) and subject to supervision or examination by federal
or state authorities. If such corporation 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 11.09,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 11.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 11.10.

         SECTION 11.10. RESIGNATION OR REMOVAL OF TRUSTEE. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

If at any time the Trustee shall cease to be eligible in accordance with the
provisions of Section 11.09 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee shall be legally unable
to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation, or liquidation, then the Servicer may remove the
Trustee. If it shall remove the Trustee under the authority of the immediately
preceding sentence, the Servicer shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor Trustee and
shall promptly pay all fees owed to the outgoing Trustee.

Any resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section 11.10 shall not become
effective until acceptance of appointment by the successor Trustee pursuant to
Section 11.11 and payment of all fees and expenses owed and any other amounts
due hereunder to the outgoing Trustee. The Servicer shall provide notice of such
resignation or removal of the Trustee to each of the Rating Agencies.

         SECTION 11.11. SUCCESSOR TRUSTEE. Any successor Trustee appointed
pursuant to Section 11.10 shall execute, acknowledge and deliver to the Servicer
and to its predecessor


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<PAGE>

Trustee an instrument accepting such appointment under this Agreement, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, 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 Trustee. The predecessor Trustee shall upon payment of its
fees and expenses and any other amounts due it hereunder deliver to the
successor Trustee all documents and statements and monies held by it under this
Agreement; and the Servicer and the predecessor Trustee 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 Trustee all such
rights, powers, duties and obligations.

No successor Trustee shall accept appointment as provided in this Section 11.11
unless at the time of such acceptance such successor Trustee shall be eligible
pursuant to Section 11.09.

Upon acceptance of appointment by a successor Trustee pursuant to this Section
11.11, the Servicer shall mail notice of such successor Trustee to all
Certificateholders at their addresses as shown in the Certificate Register and
to the Rating Agencies. If the Servicer shall fail to mail such notice within 10
days after acceptance of appointment by the successor Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of the Servicer.

         SECTION 11.12. MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 11.09, 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.

         SECTION 11.13. 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 Trust or any Financed Vehicle may at the time be located, the Servicer
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person, in such
capacity and for the benefit of the Certificateholders, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section 11.13,
such powers, duties, obligations, rights and trusts as the Servicer and the
Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
to do so, or if an Event of Default shall have occurred and be continuing, the
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 11.09 and no notice of a
successor trustee shall be required pursuant to Section 11.11.

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


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<PAGE>

                           (i)      All rights, powers, duties and obligations
         conferred or imposed upon the Trustee shall be conferred upon and
         exercised or performed by the 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 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
         (whether as Trustee under this Agreement or as successor to the
         Servicer under this Agreement), the 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
         Trust 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 Trustee;

                           (ii)     No trustee under this Agreement shall be
         personally liable by reason of any act or omission of any other trustee
         under this Agreement;

                           (iii)    The Servicer and the Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee; and

                           (iv)     All duties owed hereunder to the Trustee by
         the Servicer shall be deemed to be owed to each separate trustee and
         co-trustee.

Any notice, request or other writing given to the 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 XI. 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 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 Trustee. Each
such instrument shall be filed with the Trustee and a copy thereof given to the
Servicer.

Any separate trustee or co-trustee may at any time appoint the Trustee, 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
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee. Notwithstanding anything to the contrary contained in this
Agreement, the appointment of any separate trustee or co-trustee shall not
relieve the Trustee of its obligations and duties thereunder.

         SECTION 11.14. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The Trustee
hereby makes the following representations and warranties on which the Seller,
the Servicer and the Certificateholders shall rely:

                           (i)      The Trustee is a [_______________] duly
         organized, and validly existing, under the laws of the State of
         __________ and authorized to conduct and engage in a banking and trust
         business under such laws;


                                       65
<PAGE>

                           (ii)     The Trustee has full corporate power,
         authority and legal right to execute, deliver and perform this
         Agreement, and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Agreement; and

                           (iii)    This Agreement has been duly executed and
         delivered by the Trustee.

         SECTION 11.15. TAX RETURNS. The Servicer shall prepare or shall cause
to be prepared any tax or information returns required to be filed by the Trust
and shall remit or cause to be remitted such returns to the Trustee for
signature at least five days before such returns are due to be filed. The
Trustee, upon request, will furnish the Servicer with all such information known
to the Trustee as may be reasonably required in connection with the preparation
of all tax or information returns of the Trust, and shall, upon request, execute
such returns.

         SECTION 11.16. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.

         SECTION 11.17. SUITS FOR ENFORCEMENT. If an Event of Default shall
occur and be continuing, the Trustee, in its discretion may, subject to the
provisions of Section 11.01, proceed to protect and enforce its rights and the
rights of the Certificateholders under this Agreement by a suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or the Certificateholders.

         SECTION 11.18. RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE. Holders
of Certificates evidencing not less than a majority of the Controlling Class of
Certificates shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee; PROVIDED, HOWEVER, that, subject to
Section 11.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Trustee in good faith shall, by a
Trustee Officer, determine that the proceedings so directed would be illegal or
subject it to personal liability or be unduly prejudicial to the rights of
Certificateholders not parties to such direction; and PROVIDED FURTHER that
nothing in this Agreement shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Certificateholders.

         SECTION 11.19. APPOINTMENT OF CUSTODIAN. For so long as the Custody and
Pledge Agreement or any similar agreement is in existence, the Trustee shall
appoint the Custodian in accordance with the terms hereof, including that the
Custodian must satisfy the requirements for


                                       66
<PAGE>

eligibility of the Trustee pursuant to Section 11.09. The Custodian may, but is
not required to, be the Trustee. If the Trustee is not the Custodian, the
Trustee shall pay any Custodian fees out of the Trustee's fees and not out of
assets of the Trust.

                                   ARTICLE XII

                       TERMINATION; RELEASE OF RECEIVABLES

         SECTION 12.01. TERMINATION OF THE TRUST. The respective obligations and
responsibilities of the Seller, the Servicer and the Trustee (except for the
obligations contained in Sections 5.08(c) and 11.15) created hereby and the
Trust created by this Agreement shall terminate upon (i) the purchase as of the
last day of any Collection Period by the Servicer at its option, pursuant to
Section 12.02, of the corpus of the Trust and the subsequent distribution to
Certificateholders pursuant to Section 5.06 of the amount required to be
deposited pursuant to Section 12.02, (ii) the payment to Certificateholders of
all amounts required to be paid to them pursuant to this Agreement and the
disposition of all property held as part of the Trust or (iii) the maturity or
other liquidation of the last Receivable and the disposition of any amounts
received upon liquidation of any remaining Receivables; PROVIDED, HOWEVER, that
in no event shall the trust created by this Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants of
Rose Kennedy, formerly of Massachusetts, living on the date of this Agreement.
The Servicer shall promptly notify the Trustee of any prospective termination
pursuant to this Section 12.01.

                  Notice of any termination, specifying the Payment Date upon
which the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not earlier than the 15th day
and not later than the 25th day of the month next preceding the specified
Payment Date stating (A) the Payment Date upon which final payment of the
Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Trustee therein designated, (B) the amount of any such
final payment and (C) if applicable, that the Record Date otherwise applicable
to such Payment Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Trustee
therein specified. The Trustee shall give such notice to the Certificate
Registrar (if other than the Trustee) at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Trustee shall cause to be distributed to Certificateholders amounts
distributable on such Payment Date pursuant to Section 5.06.

                  If fewer than all of the Certificateholders shall surrender
their Certificates for cancellation within six months after the date specified
in the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice fewer than all the Certificates have been
surrendered for cancellation, the Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain
subject to this Agreement. Subject to any applicable law, any funds remaining in
the Trust after exhaustion of such remedies shall be distributed by the Trustee
to the Children's Hospital Los Angeles.


                                       67
<PAGE>

         SECTION 12.02.    OPTIONAL PURCHASE OF ALL RECEIVABLES.

                  On each Payment Date following the last day of a Collection
Period as of which the Pool Balance shall be less than or equal to the Optional
Purchase Percentage multiplied by the Original Pool Balance, the Servicer or any
successor to the Servicer shall have the option to purchase the corpus of the
Trust (whether or not such assets then comprise all or a portion of the Trust).
To exercise such option, the Servicer, or any successor to the Servicer, as the
case may be, shall notify the Trustee of its intention to do so in writing, no
later than the tenth day of the month preceding the month in which the Payment
Date as of which such purchase is to be effected and shall, on or before the
Payment Date on which such purchase is to occur, deposit pursuant to Section
5.05 in the Collection Account an amount equal to the aggregate Administrative
Purchase Payments for the Receivables, plus the appraised value of any other
property held by the Trust, such value to be determined by an appraiser mutually
agreed upon by the Servicer and the Trustee, and shall succeed to all interests
in and to the Trust; PROVIDED, HOWEVER, that the Servicer shall not effect any
such purchase so long as the rating of AHFC by Moody's, or if AHFC shall then be
unrated by Moody's, then the rating of __________________, is less than "Bal" by
Moody's, and the Seller shall not effect any such purchase so long as the rating
of NARC by Moody's, or if NARC shall then be unrated by Moody's, then the rating
of _______________, is less than "Ba1" by Moody's, in each case unless the
Trustee shall have received an Opinion of Counsel to the effect that such
purchase shall not constitute a fraudulent conveyance, subject to such
assumptions as to factual matters as may be contained therein. Amounts so
deposited will be paid and distributed as set forth in Section 5.06 of this
Agreement. Upon such deposit of the amount necessary to purchase the corpus of
the Trust, the Servicer shall for all purposes of this Agreement be deemed to
have released all claims for reimbursement of Outstanding Advances made in
respect of the Receivables.

                  Notice of any such purchase of the corpus of the Trust shall
be given by the Trustee to each Certificateholder as soon as practicable after
their receipt of notice thereof from the Servicer.

         SECTION 12.03.    RELEASE OF RECEIVABLES.

         (a) Upon repurchase of any Receivable by the Seller pursuant to Section
3.02 or the Servicer pursuant to Section 4.07 or 12.02, the Trustee on behalf of
the Certificateholders shall, without further action, be deemed to transfer,
assign, set-over and otherwise convey to the Seller or the Servicer, as the case
may be, all right, title and interest of the Trustee in, to and under such
repurchased Receivable, all monies due or to become due with respect thereto and
all proceeds thereof and the other property conveyed to the Trustee hereunder
pursuant to Section 2.02 with respect to such Receivable, and all security and
any documents relating thereto, such assignment being an assignment outright and
not for security; and the Seller or the Servicer, as applicable, shall thereupon
own each such Receivable, and all such related security and documents, free of
any further obligation to the Trustee or the Certificateholders with respect
thereto.

         (b) The Trustee shall execute such documents and instruments of
transfer and assignment and take such other actions as shall be reasonably
requested by the Seller or the Servicer, as the


                                       68
<PAGE>

case may be, to effect the conveyance of such Receivable pursuant to Sections
3.02, 4.07 and 12.02.

         (c) If in any enforcement suit or legal proceeding it is held that the
Seller or Servicer may not enforce a repurchased Receivable on the ground that
it is not a real party in interest or a holder entitled to enforce the
Receivable, the Trustee on behalf of the Certificateholders shall, at the
written direction and expense of the Seller or Servicer, as the case may be,
take such reasonable steps as the Seller or the Servicer deems necessary to
enforce the Receivable, including bringing suit in the name or names of the
Certificateholders.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. AMENDMENT. This Agreement may be amended from time to
time by the Seller, the Servicer, AHFC (so long as AHFC has any rights or
obligations thereunder) and the Trustee, without the consent of
Certificateholders, (i) to cure any ambiguity, to correct or supplement any
provision in this Agreement that may be inconsistent with any other provision
herein, or to add any other provisions with respect to matters or questions
arising under this Agreement that shall not be inconsistent with the provisions
of this Agreement; PROVIDED, HOWEVER, that (1) such action shall not materially
and adversely affect the interests of any Certificateholder and (2) the Servicer
shall have delivered an Officer's Certificate to the Trustee stating that such
amendment will not materially and adversely affect the interests of any
Certificateholder; and (ii) to change the formula for determining the Specified
Reserve Fund Balance, provided that (1) each Rating Agency delivers a letter to
the Trustee to the effect that the use of such new formulation will not result
in a qualification, reduction or withdrawal of its then-current rating of the
Certificates and (2) the Servicer delivers to the Trustee an Officer's
Certificate stating that such amendment will not materially and adversely affect
the interests of any Certificateholder. An amendment shall be deemed to not
materially and adversely affect the interests of the Class A Certificateholders
or the Class B Certificateholders if (x) such amendment does not adversely
affect the Trust's status as a grantor trust for federal income tax purposes and
(y) each Rating Agency confirms in writing that such amendment will not result
in a qualification, reduction or withdrawal of its then current rating of the
Certificates.

                  This Agreement may also be amended from time to time by the
Seller, the Servicer, AHFC (so long as AHFC has any rights or obligations
hereunder) and the Trustee with the consent of the Holders of Class A
Certificates, the Class B Certificates and the Class C Certificates, each voting
as a separate class (which consent of any Holder of a Certificate given pursuant
to this Section or pursuant to any other provision of this Agreement shall be
conclusive and binding on such Holder and on all future Holders of such
Certificate and of any Certificate issued upon the transfer thereof or in
exchange thereof or in lieu thereof whether or not notation of such consent is
made upon the Certificate), evidencing not less than a majority of the Class A
Certificate Balance, the Class B Certificate Balance and the Class C
Certificates, respectively, 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 Holders of Certificates;
PROVIDED, HOWEVER, that no such amendment shall (a) increase or reduce in any
manner the amount of, or accelerate or delay the timing of, collections of
payments on


                                       69
<PAGE>

Receivables or distributions that shall be required to be made on any
Certificate or change the Class A Pass-Through Rate, the Class B Pass-Through
Rate or the Class C Pass-Through Rate or the Specified Subordinated Spread
Account Balance (except as described in clause (ii) above) without the consent
of each adversely affected Certificateholder or (b) reduce the aforesaid
percentage of the Class A Certificate Balance, the Class B Certificate Balance
or the Class C Certificate Balance which is required to consent to any such
amendment, without the consent of the Holders of all Certificates of such class
then outstanding. Notwithstanding the foregoing, no amendment referred to in
clause (a) of the preceding proviso will be made unless each Rating Agency
confirms that such amendment will not result in a reduction or withdrawal of its
rating of the Certificates of such class. In connection with any amendment
referred to in clause (a) above, the Servicer shall deliver an Officer's
Certificate to the Trustee stating that those Certificateholders whose consents
were not obtained were not adversely affected by such amendment.

                  Prior to the execution of any such amendment or consent
pursuant to this Section 13.01, the Servicer will provide and the Trustee shall
distribute written notification of the substance of such amendment or consent to
each of the Rating Agencies at least ten Business Days prior to the execution
thereof.

                  Promptly after the execution of any such amendment or consent,
the 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 pursuant to this Section 13.01 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) and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Trustee may prescribe,
including the establishment of record dates pursuant to paragraph number 2 of
the Depository Agreement.

                  Prior to the execution of any amendment to this Agreement, the
Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating
that the execution of such amendment is authorized or permitted by this
Agreement and the Opinion of Counsel referred to in Section 13.02(h)(i). The
Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Trustee's own rights, duties or immunities under this Agreement or
otherwise.

         SECTION 13.02. PROTECTION OF TITLE TO TRUST.

         (a) The Seller shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Certificateholders and the Trustee in the
Receivables and in the proceeds thereof. The Seller shall deliver (or cause to
be delivered) to the Trustee file-stamped copies of, or filing receipts for, any
document filed as provided above, as soon as available following such filing.


                                       70
<PAGE>

         (b) The Seller and the Servicer shall notify the Trustee within 30 days
after any change of its name, identity or corporate structure in any manner that
would, could or might make any financing statement or continuation statement
filed by the Seller in accordance with paragraph (a) above seriously misleading
within the meaning of Section 9-402(7) of the UCC, and shall promptly file
appropriate amendments to all previously filed financing statements or
continuation statements.

         (c) The Seller and the Servicer shall notify the Trustee of any
relocation of its principal executive office within 30 days after such
relocation, if, as a result of such relocation, the applicable provisions of the
UCC would require the filing of any amendment of any previously filed financing
or continuation statement or of any new financing statement and shall promptly
file any such amendment. The Servicer shall at all times maintain each office
from which it shall service Receivables, and its principal executive office,
within the United States of America.

         (d) The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each), and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Certificate
Account in respect of such Receivable.

         (e) The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables to the Trust, the
Servicer's master computer records that refer to a Receivable shall indicate
clearly the interest of the Trust in such Receivable and that such Receivable is
owned by the Trust. Indication of the Trust's ownership of a Receivable shall be
deleted from or modified on the Servicer's computer systems when, and only when,
the Receivable shall have been paid in full or repurchased.

         (f) If at any time the Seller or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender or other transferee, the
Servicer shall give to such prospective purchaser, lender or other transferee
computer tapes, records or print-outs that, if they shall refer in any manner
whatsoever to any Receivable, shall indicate clearly that such Receivable has
been sold to and is owned by the Trust.

         (g) Upon receipt of a written request from the Trustee, which request
shall be made no more frequently than annually, the Servicer shall furnish to
the Trustee, within 20 Business Days after receipt of such request, a list of
all Receivables (by contract number and name of Obligor) then held as part of
the Trust, together with a reconciliation of the list of Receivables attached
hereto as SCHEDULE A and to each of the Servicer's Certificates furnished before
such request indicating removal of Receivables from the Trust. The Servicer
shall permit the Trustee and its agents at any time during normal business hours
to inspect, audit and make copies and abstracts from the Servicer's records
regarding any Receivable.


                                       71
<PAGE>

         (h) The Servicer shall deliver to the Trustee:

                           (i)      upon the execution and delivery of this
         Agreement and of each amendment thereto, an Opinion of Counsel either
         (A) stating that, in the opinion of such counsel, based on customary
         assumptions and qualifications, all financing statements and
         continuation statements have been executed and filed that are necessary
         to perfect the interest of the Trustee in the Receivables, and reciting
         the details of such filings or referring to prior Opinions of Counsel
         in which such details are given, or (B) stating that, in the opinion of
         such counsel, no such action shall be necessary to preserve and protect
         such interest; and

                           (ii)     if requested by the Trustee, not more
         frequently than annually, an Opinion of Counsel, dated as of a date
         during such 90-day period, either (A) stating that, in the opinion of
         such counsel, based on customary assumptions and qualifications, all
         financing statements and continuation statements have been executed and
         filed that are necessary to perfect the interest of the Trustee in the
         Receivables, and reciting the details of such filings or referring to
         prior Opinions of Counsel in which such details are given, or (B)
         stating that, in the opinion of such Counsel, no such action shall be
         necessary to preserve and protect such interest.

                  Each Opinion of Counsel referred to in clause (h)(i) or
(h)(ii) above shall specify any action necessary (as of the date of such
opinion) to be taken in the following year to preserve and protect such
interest.

         SECTION 13.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties to
this Agreement or any of them.

                  No Certificateholder shall have any right to vote (except as
specifically provided herein) or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties to this
Agreement, nor shall anything in this Agreement set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken pursuant to any provision of this Agreement.

                  No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, and unless also (i)
the default arises from the Seller's or the Servicer's failure to remit payments
when due hereunder, or (ii) the Holders of Certificates evidencing not less than
a majority of the Controlling Class of Certificates shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own
name as Trustee under this Agreement and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to


                                       72
<PAGE>

be incurred therein or thereby, and the Trustee, for 30 days after its receipt
of such notice, request and offer of indemnity, shall have neglected or refused
to institute any such action, suit or proceeding and during such 30-day period
no request or waiver inconsistent with such written request has been given to
the Trustee pursuant to this Section 13.03 or Section 10.05; no one or more
Holders of Certificates shall have any right in any manner whatever by virtue or
by availing itself or themselves of any provisions of this Agreement to affect,
disturb or prejudice the rights of the Holders of any of the other Certificates,
or to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement except in the manner
provided in this Agreement and for the equal, ratable and common benefit of all
Certificateholders of that class. For the protection and enforcement of the
provisions of this Section 13.03, each Certificateholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         SECTION 13.04. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 13.05. NOTICES. All demands, notices, and communications upon
or to the Seller, the Servicer, the Trustee or any Rating Agency under this
Agreement shall be (i) in writing, personally delivered or mailed by certified
mail, return receipt requested, or (ii) by facsimile, at its facsimile number,
and shall be deemed to have been duly given upon receipt (a) in the case of the
Seller or the Servicer, to American Honda Finance Corporation, 700 Van Ness
Avenue, Building 300, Torrance, CA 90502, Attention: Secretary, telephone: (310)
____________, facsimile: (310) __________, (b) in the case of the Trustee, at
the Corporate Trust Office, (c) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church
Street, New York, New York 10007, and (d) in the case of Standard & Poor's, at
the following address: Standard & Poor's Ratings Services, 25 Broadway, 20th
Floor, New York, New York 10004, Attention: Asset Backed Surveillance
Department. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown 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 shall receive such notice.

         SECTION 13.06. SEVERABILITY OF PROVISIONS. 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 provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         SECTION 13.07. ASSIGNMENT. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 8.03 and 9.03 and as provided
in the provisions of this Agreement concerning the resignation of the Servicer,
this Agreement may not be assigned by the Seller or the Servicer without the
prior written consent of the Trustee and the Holders of Certificates evidencing
not less than 66-2/3% of the Controlling Class of Certificates.


                                       73

<PAGE>

         SECTION 13.08. CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever, and, upon
authentication thereof by the Trustee pursuant to Section 7.02 or Section 7.03,
Certificates shall be deemed fully paid.

         SECTION 13.09. FURTHER ASSURANCES. The Seller and the Servicer agree to
do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by the Trustee more fully
to effect the purposes of this Agreement, including the execution of any
financing statements or continuation statements relating to the Receivables for
filing under the provisions of the UCC of any applicable jurisdiction.

         SECTION 13.10. NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise
and no delay in exercising, on the part of the Trustee or the
Certificateholders, any right, remedy, power or privilege hereunder, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges provided herein are cumulative and
not exhaustive of any rights, remedies, powers and privileges provided by law.

         SECTION 13.11. THIRD-PARTY BENEFICIARIES. This Agreement will inure to
the benefit of and be binding upon the parties hereto, the Certificateholders
and their respective successors and permitted assigns. Except as otherwise
provided in this Article XIII, no other Person will have any right or obligation
hereunder.

         SECTION 13.12. ACTIONS BY CERTIFICATEHOLDERS.

         (a) Wherever in this Agreement a provision is made that an action may
be taken or a notice, demand or instruction given by Certificateholders, such
action, notice or instruction may be taken or given by any Certificateholder,
unless such provision requires a specific percentage of Certificateholders.

         (b) Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind such Certificateholder and
every subsequent Holder of such Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or omitted to be done by the Trustee or the Servicer in reliance
thereon, whether or not notation of such action is made upon such Certificate.

         SECTION 13.13. QUALIFICATION AS GRANTOR TRUST; SEPARATE ASSETS. The
Trust created hereunder is intended to be a separate grantor trust within the
meaning of Subpart E of Part I of Subchapter J of the Internal Revenue Code of
1986, as amended. Those assets held pursuant to the Custody and Pledge Agreement
and pursuant to the Yield Supplement Agreement shall not be considered to be
owned by the Trust but instead, (i) with respect to the Custody and Pledge
Agreement, shall be considered to be owned by the Seller [and/or by the holders
of the Class C Certificates,] as the case may be, as set forth in the Custody
and Pledge Agreement, and to be pledged to the Trust and (ii) with respect to
the Yield Supplement Agreement, shall be


                                       74
<PAGE>

considered owned by the Seller, as set forth in the Yield Supplement Agreement,
and to be pledged to the Trust. Each agreement should be interpreted
accordingly. No party to this Agreement shall take any action to cause the Trust
to be treated as other than a grantor trust for federal income tax and state tax
purposes.

         SECTION 13.14. COUNTERPARTS. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed in any number of counterparts, each of which counterparts shall be
deemed to be an original, and all of which counterparts shall constitute but one
and the same instrument.


                                       75
<PAGE>

                  IN WITNESS WHEREOF, the Seller, Servicer, AHFC and the Trustee
have caused this Pooling and Servicing Agreement to be duly executed by their
respective officers as of the ___ day of ________________________________.


                                      AMERICAN HONDA RECEIVABLES
                                      CORP., as Seller

                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:

                                      AMERICAN HONDA FINANCE
                                      CORPORATION, as Servicer

                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:

                                      AMERICAN HONDA FINANCE
                                      CORPORATION, in its individual capacity

                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:

                                      ------------------------------
                                      ------------------------------,
                                      as Trustee

                                      By:
                                         --------------------------------------
                                         Name:
                                         Title:


                                      S-1
<PAGE>

                                   SCHEDULE A


<PAGE>

                                   SCHEDULE B

                             LOCATION OF RECEIVABLES


<PAGE>

EXHIBIT A:  FORM OF CLASS A CERTIFICATE                         SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

[the following legend to be inserted if this Certificate is issued to CEDE &
Co.:]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

                  HONDA AUTO RECEIVABLES _______ GRANTOR TRUST

                          [_]% ASSET BACKED CERTIFICATE

                                     CLASS A

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of retail installment sale contracts secured
by new, near-new and used automobiles and light-duty trucks and sold to the
Trust by American Honda Receivables Corp.

(This Certificate does not represent an interest in or obligation of American
Honda Receivables Corp. or American Honda Finance Corporation or any of their
respective affiliates thereof, except to the extent described below.)

NUMBER                                                        CUSIP
R                                                                   -----------
                                                               US$
                                                                  -------------

                  THIS CERTIFIES THAT               is the registered owner of
a       dollars nonassessable, fully-paid, fractional undivided interest in the
Honda Auto Receivables _______ Grantor Trust (the "Trust") formed by American
Honda Receivables Corp., a California corporation (the "Seller"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of
[_____________], __________ (the "Agreement"), among the Seller, American Honda
Finance Corporation ("AHFC"), as Servicer (the "Servicer") and in its individual
capacity, and ______________________________________, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in this Agreement. This
Certificate is one of the duly authorized Certificates designated as "[__]%
Asset Backed Certificates, Class A" (herein called the "Class A Certificates").
Also issued under this Agreement are Certificates designated as


                                      A-1
<PAGE>

                  "[_]% Asset Backed Certificates, Class B" (the "Class B
Certificates") and "[_]% Asset Backed Certificates, Class C" (the "Class C
Certificates"). The Class C Certificates, the Class B Certificates and the Class
A Certificates are hereinafter collectively called the "Certificates." The
aggregate undivided interest in the Trust evidenced by all Class A Certificates
is [_]%. This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of this Agreement, to which Agreement the holder of
this Class A Certificate, by virtue of the acceptance hereof, assents and by
which such holder is bound. The property of the Trust includes (as more fully
described in this Agreement) a pool of retail installment sale contracts of new
and used automobiles, mini-vans and sport utility vehicles (the "Receivables"),
certain monies paid thereon on or after ____________, security interests in the
vehicles financed thereby, certain bank accounts and the proceeds thereof,
property (including the right to receive Net Liquidation Proceeds) securing the
Receivables and held by the Trustee, proceeds from claims on physical damage,
credit life and disability insurance policies covering vehicles financed thereby
and the obligors thereunder, certain interests of the Seller in Dealer Recourse,
all right, title and interest of the Seller in and to the Purchase Agreement,
the Yield Supplement Agreement and the Custody and Pledge Agreement and any and
all proceeds of the foregoing.

                  Under this Agreement, there will be distributed on the 15th
day of each month or, if such 15th day is not a Business Day, the next Business
Day (the "Payment Date"), commencing on _____________________, to the person in
whose name this Class A Certificate is registered at the close of business on
the Record Date (as determined pursuant to this Agreement), such Class A
Certificateholder's fractional undivided interest of the amounts to be
distributed to the Class A Certificateholders as determined pursuant to this
Agreement.

                  Distributions on this Class A Certificate will be made by the
Trustee by check or money order mailed to the Class A Certificateholder of
record in the Certificate Register without the presentation or surrender of this
Class A Certificate or the making of any notation hereon except that with
respect to Class A Certificates registered in the name of Cede & Co., the
nominee for the Clearing Agency, distributions will be made in the form of
immediately available funds. Except as otherwise provided in this Agreement and
notwithstanding the above, the final distribution on this Class A Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A
Certificate at the office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York. The Record Date otherwise
applicable to such distribution shall not be applicable.

                  Reference is hereby made to the further provisions of this
Class A 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.

                  Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Trustee, by manual signature, this
Class A Certificate shall not entitle the holder hereof to any benefit under
this Agreement or be valid for any purpose.


                                      A-2
<PAGE>



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

                                     HONDA AUTO RECEIVABLES

                                     -------
                                     GRANTOR TRUST

                                     BY
                                         --------------------------------------
                                                       as Trustee

                                     By:
                                         --------------------------------------


DATED:
[SEAL]
ATTEST:

----------------------
  Authorized Officer

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

                                   ------------------------------
                                   ------------------------------,
                                            as Trustee

                                   By:
                                       ----------------------------------------
                                              Authorized Officer


                                      A-3
<PAGE>


                            [Reverse of Certificate]

                  The Certificates do not represent an obligation of, or an
interest in, the Seller, American Honda Finance Corporation, the Trustee or any
affiliate of any of them. The Certificates are limited in right of payment to
certain collections and recoveries respecting the Receivables, all as more
specifically set forth in this Agreement. A copy of this Agreement may be
examined during normal business hours at the principal office of the Seller, and
at such other places, if any, designated by the Seller, by any Certificate Owner
upon request.

                  This Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Seller and the rights of the Certificateholders under this
Agreement at any time by the Seller, the Servicer, AHFC and the Trustee with the
consent of the Holders of Class A Certificates, Class B Certificates and Class C
Certificates, each voting as a Class, evidencing not less than a majority of the
Class A Certificate Balance, the Class B Certificate Balance and the Class C
Certificate Balance, respectively. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Certificate and of any 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 Certificate. This Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

                  As provided in this Agreement and subject to certain
limitations set forth therein, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee.

                  The Class A Certificates are issuable only as registered
Certificates without coupons in denominations of $1,000 and integral multiples
thereof; however, one Certificate may be issued in a denomination equal to the
residual amount. As provided in this Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denomination evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.

                  The Trustee, the Certificate Registrar and any agent of the
Trustee or the Certificate Registrar shall treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any such agent shall be
affected by any notice to the contrary.

                  The obligations and responsibilities created by this Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to


                                      A-4
<PAGE>

be paid to them pursuant to this Agreement and the disposition of all property
held as part of the Trust. The Servicer of the Receivables may at its option
purchase the corpus of the Trust at a price specified in this Agreement, and
such purchase of the Receivables and other property of the Trust will effect
early retirement of the Certificates; however, such right of purchase is
exercisable only as of a Record Date as of which the Pool Balance is less than
or equal to 10% of the original aggregate principal balance of the Receivables.

                  The recitals contained herein (other than the certificate of
authentication herein) shall be taken as the statements of the Seller or the
Servicer, as the case may be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representations as to the validity or
sufficiency of this Certificate (other than the certificate of authentication
herein), or of any Receivable or related document.


                                      A-5

<PAGE>

                                   ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

(Please print or typewrite name and address, including postal zip code, of
assignee)

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

____________________________________________________________ Attorney to
transfer said Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.

Dated:

                                  ---------------------------*
                                      Signature Guaranteed:



                                  ---------------------------*

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.


                                      A-6
<PAGE>

EXHIBIT B: FORM OF CLASS B CERTIFICATE                          SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT
TO THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED OR SOLD TO
A PERSON OTHER THAN A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE ACT) THAT CERTIFIES AS SUCH TO THE SATISFACTION OF THE SELLER, UNLESS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF CERTAIN OTHER
SIGNIFICANT REQUIREMENTS SPECIFIED IN THIS AGREEMENT (AS DEFINED BELOW).

                  HONDA AUTO RECEIVABLES _______ GRANTOR TRUST

                          [_]% ASSET BACKED CERTIFICATE

                                     CLASS B

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of retail installment sale contracts secured
by new, near-new and used automobiles and light-duty trucks and sold to the
Trust by American Honda Receivables Corp.

(This Certificate does not represent an interest in or obligation of American
Honda Receivables Corp. or American Honda Finance Corporation or any of their
respective affiliates thereof, except to the extent described below.)

NUMBER                                                   CUSIP_________________
R                                                        US$___________________

                  THIS CERTIFIES THAT _______________________ is the registered
owner of a _____________ dollars nonassessable, fully-paid, fractional undivided
interest in the Honda Auto Receivables _______ Grantor Trust (the "Trust")
formed by American Honda Receivables Corp., a California corporation (the
"Seller"). The Trust was created pursuant to a Pooling and Servicing Agreement
dated as of [__________], ____ (the "Agreement"), among the Seller, American
Honda Finance Corporation ("AHFC"), as Servicer (the "Servicer") and in its
individual capacity, and ______________________________________, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in this Agreement. This
Certificate is one of the duly authorized Certificates designated as "[_]% Asset
Backed Certificates, Class B" (herein called the "Class B Certificates"). Also
issued under this Agreement are Certificates designated as "[__]% Asset Backed
Certificates, Class A" (the "Class A Certificates"). The Class B Certificates
and the Class A Certificates are hereinafter collectively called the
"Certificates." The aggregate undivided interest in the Trust evidenced by all
Class B Certificates is [__]%. This Class B


                                      B-1
<PAGE>

Certificate is issued under and is subject to the terms, provisions, and
conditions of this Agreement, to which Agreement the holder of this Class B
Certificate, by virtue of the acceptance hereof, assents and by which such
holder is bound. The property of the Trust includes (as more fully described in
this Agreement) a pool of retail installment sale contracts for new and used
automobiles, mini-vans and sport utility vehicles (the "Receivables"), certain
monies paid thereon on or after ________________, security interests in the
vehicles financed thereby, certain bank accounts and the proceeds thereof,
property (including the right to receive Net Liquidation Proceeds) securing the
Receivables, proceeds from claims on physical damage, credit life and disability
insurance policies covering vehicles financed thereby and the obligors
thereunder, certain interests of the Seller in Dealer Recourse, all right, title
and interest of the Seller in and to the Purchase Agreement, the Yield
Supplement Agreement and the Custody and Pledge Agreement and any and all
proceeds of the foregoing. The rights of the holders of the Class B Certificates
are subordinated to the rights of the holders of the Class A Certificates, as
set forth in this Agreement.

                  Under this Agreement, there will be distributed on the 15th
day of each or, if such 15th day is not a Business Day, the next Business Day
(the "Payment Date"), commencing on _________________, to the person in whose
name this Class B Certificate is registered at the close of business on the
Record Date (as determined pursuant to this Agreement), such Class B
Certificateholder's fractional undivided interest in the amounts to be
distributed to the Class B Certificateholders as determined pursuant to this
Agreement.

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

                  Reference is hereby made to the further provisions of this
Class B 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.

                  Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Trustee, by manual signature, this
Class B Certificate shall not entitle the holder hereof to any benefit under
this Agreement or be valid for any purpose.


                                      B-2
<PAGE>

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

                                   HONDA AUTO RECEIVABLES ________________
                                   GRANTOR TRUST

                                   BY   __________________________________,
                                        as Trustee

DATED: __________          BY ____________________________
[SEAL]
ATTEST:

----------------------
  Authorized Officer

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

                                   ------------------------------
                                   ------------------------------
                                           as Trustee

                                   By
                                      ---------------------------
                                      Authorized Officer


                                      B-3
<PAGE>

                            [Reverse of Certificate]

                  The Certificates do not represent an obligation of, or an
interest in, the Seller, American Honda Finance Corporation, the Trustee or any
affiliate of any of them. The Certificates are limited in right of payment to
certain collections and recoveries respecting the Receivables, all as more
specifically set forth in this Agreement. A copy of this Agreement may be
examined during normal business hours at the principal office of the Seller, and
at such other places, if any, designated by the Seller, by any Certificate Owner
upon request.

                  This Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Seller and the rights of the Certificateholders under this
Agreement at any time by the Seller, the Servicer, AHFC and the Trustee with the
consent of the Holders of Class A Certificates, Class B Certificates and Class C
Certificates, each voting as a Class, evidencing not less than a majority of the
Class A Certificate Balance, the Class B Certificate Balance and the Class C
Certificate Balance, respectively. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Certificate and of any 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 Certificate. This Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

                  As provided in this Agreement and subject to certain
significant limitations on transfer therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained
by the Trustee in its capacity as Certificate Registrar, or by any successor
Certificate Registrar, in the Borough of Manhattan, The City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee.

                  The Class B Certificates are issuable only as registered
Certificates without coupons in denominations of $1,000 or in any amount in
excess thereof; however, one Certificate may be issued in a denomination
representing or including any residual amount. As provided in this Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.

                  The Trustee, the Certificate Registrar and any agent of the
Trustee or the Certificate Registrar shall treat the person in whose name this
Class B Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any such agent shall be
affected by any notice to the contrary.


                                      B-4
<PAGE>

                  The obligations and responsibilities created by this Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to this
Agreement and the disposition of all property held as part of the Trust. The
Servicer of the Receivables may at its option purchase the corpus of the Trust
at a price specified in this Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of a Record Date as of
which the Pool Balance is less than or equal to 10% of the original aggregate
principal balance of the Receivables.

                  The recitals contained herein (other than the certificate of
authentication herein) shall be taken as the statements of the Seller or the
Servicer, as the case may be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representations as to the validity or
sufficiency of this Certificate (other than the certificate of authentication
herein), or of any Receivable or related document.


                                      B-5
<PAGE>

                                   ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code, of
assignee)

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

___________________________________________________ Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:

                                   -------------------------------*
                                          Signature Guaranteed:

                                   -------------------------------*

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.


                                      B-6
<PAGE>

EXHIBIT C: FORM OF CLASS C CERTIFICATE                          SEE REVERSE FOR
                                                            CERTAIN DEFINITIONS

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT
TO THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE TRANSFERRED OR SOLD TO
A PERSON OTHER THAN A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE ACT) THAT CERTIFIES AS SUCH TO THE SATISFACTION OF THE SELLER, UNLESS
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF CERTAIN OTHER
SIGNIFICANT REQUIREMENTS SPECIFIED IN THIS AGREEMENT (AS DEFINED BELOW).

                  HONDA AUTO RECEIVABLES _______ GRANTOR TRUST

                          [_]% ASSET BACKED CERTIFICATE

                                     CLASS C

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of retail installment sale contracts secured
by new, near-new and used automobiles and light-duty trucks and sold to the
Trust by American Honda Receivables Corp.

(This Certificate does not represent an interest in or obligation of American
Honda Receivables Corp. or American Honda Finance Corporation or any of their
respective affiliates thereof, except to the extent described below.)

NUMBER                                                       CUSIP_____________
R                                                            US$_______________

                  THIS CERTIFIES THAT _______________________ is the registered
owner of a _____________ dollars nonassessable, fully-paid, fractional undivided
interest in the Honda Auto Receivables _______ Grantor Trust (the "Trust")
formed by American Honda Receivables Corp., a California corporation (the
"Seller"). The Trust was created pursuant to a Pooling and Servicing Agreement
dated as of [__________], _____ (the "Agreement"), among the Seller, American
Honda Finance Corporation("AHFC"), as Servicer (the "Servicer") and in its
individual capacity, and ______________________________________, as Trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in this Agreement. This
Certificate is one of the duly authorized Certificates designated as "[_]% Asset
Backed Certificates, Class C" (herein called the "Class C Certificates"). Also
issued under this Agreement are Certificates designated as "[__]% Asset Backed
Certificates, Class A" (the "Class A Certificates") and [_]% Asset Backed
Certificates, Class B. The Class C Certificates, the Class B Certificates and
the Class A Certificates are hereinafter collectively called the "Certificates."
The aggregate undivided interest in the Trust


                                      C-1
<PAGE>

evidenced by all Class C Certificates is [__]%. This Class C Certificate is
issued under and is subject to the terms, provisions, and conditions of this
Agreement, to which Agreement the holder of this Class C Certificate, by virtue
of the acceptance hereof, assents and by which such holder is bound. The
property of the Trust includes (as more fully described in this Agreement) a
pool of retail installment sale contracts for new and used automobiles, mini
vans and sport utility vehicles (the "Receivables"), certain monies paid thereon
on or after ______________, security interests in the vehicles financed thereby,
certain bank accounts and the proceeds thereof, property (including the right to
receive Net Liquidation Proceeds) securing the Receivables, proceeds from claims
on physical damage, credit life and disability insurance policies covering
vehicles financed thereby and the obligors thereunder, certain interests of the
Seller in Dealer Recourse, all right, title and interest of the Seller in and to
the Purchase Agreement, the Yield Supplement Agreement and the Custody and
Pledge Agreement and any and all proceeds of the foregoing. The rights of the
holders of the Class C Certificates are subordinated to the rights of the
holders of the Class A Certificates and the Class B Certificates, as set forth
in this Agreement.

                  Under this Agreement, there will be distributed on the 15th
day of each or, if such 15th day is not a Business Day, the next Business Day
(the "Payment Date"), commencing on _______________, to the person in whose name
this Class C Certificate is registered at the close of business on the Record
Date (as determined pursuant to this Agreement), such Class C
Certificateholder's fractional undivided interest in the amounts to be
distributed to the Class C Certificateholders as determined pursuant to this
Agreement; PROVIDED, HOWEVER, that under certain circumstances specified in this
Agreement, amounts otherwise distributable to the Class C Certificateholders
will be deposited in the Reserve Fund.

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

                  Reference is hereby made to the further provisions of this
Class C 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.

                  Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Trustee, by manual signature, this
Class C Certificate shall not entitle the holder hereof to any benefit under
this Agreement or be valid for any purpose.


                                      C-2
<PAGE>

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

                                  HONDA AUTO RECEIVABLES _______
                                  GRANTOR TRUST

                                  BY
                                      -----------------------------------------
                                      as Trustee

DATED: __________          BY __________________
[SEAL]
ATTEST:


----------------------
  Authorized Officer

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

                                       -----------------------------
                                       -----------------------------
                                               as Trustee

                                  By
                                     -------------------------------
                                        Authorized Officer


                                  C-3

<PAGE>

                            [Reverse of Certificate]

                  The Certificates do not represent an obligation of, or an
interest in, the Seller, American Honda Finance Corporation, the Trustee or any
affiliate of any of them. The Certificates are limited in right of payment to
certain collections and recoveries respecting the Receivables, all as more
specifically set forth in this Agreement. A copy of this Agreement may be
examined during normal business hours at the principal office of the Seller, and
at such other places, if any, designated by the Seller, by any Certificate Owner
upon request.

                  This Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Seller and the rights of the Certificateholders under this
Agreement at any time by the Seller, the Servicer, AHFC and the Trustee with the
consent of the Holders of Class A Certificates, Class B Certificates and Class C
Certificates, each voting as a Class, evidencing not less than a majority of the
Class A Certificate Balance, the Class B Certificate Balance and the Class C
Certificate Balance, respectively. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and on all future
Holders of this Certificate and of any 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 Certificate. This Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

                  As provided in this Agreement and subject to certain
significant limitations on transfer therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this
Certificate for registration of transfer at the offices or agencies maintained
by the Trustee in its capacity as Certificate Registrar, or by any successor
Certificate Registrar, in the Borough of Manhattan, The City of New York,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee.

                  The Class C Certificates are issuable only as registered
Certificates without coupons in denominations of $100,000 or in any amount in
excess thereof; however, one Certificate may be issued in a denomination
representing or including any residual amount. As provided in this Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.

                  The Trustee, the Certificate Registrar and any agent of the
Trustee or the Certificate Registrar shall treat the person in whose name this
Class C Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any such agent shall be
affected by any notice to the contrary.


                                      C-4
<PAGE>

                  The obligations and responsibilities created by this Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to this
Agreement and the disposition of all property held as part of the Trust. The
Servicer of the Receivables may at its option purchase the corpus of the Trust
at a price specified in this Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of a Record Date as of
which the Pool Balance is less than or equal to 10% of the original aggregate
principal balance of the Receivables.

                  The recitals contained herein (other than the certificate of
authentication herein) shall be taken as the statements of the Seller or the
Servicer, as the case may be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representations as to the validity or
sufficiency of this Certificate (other than the certificate of authentication
herein), or of any Receivable or related document.


                                      C-5
<PAGE>

                                   ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

------------------------------------------------------------
(Please print or typewrite name and address, including postal zip code,
 of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

___________________________________________________ Attorney

to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:

                                  __________________________________*

                                             Signature Guaranteed:

                                  __________________________________*

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.


                                      C-6
<PAGE>

                                                                     Exhibit F-1

                              Trustee's Certificate
                            pursuant to Section 11.03
                          of the Pooling and Servicing
                                    Agreement

                  ______________________________________, as trustee (the
"Trustee") of the Honda Auto Receivables _______ Grantor Trust created pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of

[______], ____, among American Honda Receivables Corp., as Seller
(the "Seller"), American Honda Finance Corporation, as Servicer and in its
individual capacity, and the Trustee, does hereby sell, transfer, assign and
otherwise convey to the Seller, without recourse, representation or warranty,
all of the Trustee's right, title and interest in and to all of the Receivables
(as defined in the Pooling and Servicing Agreement) identified in the attached
Servicer's Certificate as "Warranty Receivables," which are to be repurchased by
the Seller pursuant to Section 3.02, and all security and documents relating
thereto.

                  IN WITNESS WHEREOF I have hereunto set my hand this ____ day
of __________ , ____.



--------------------------------------------------------------------------------


                                      F-1
<PAGE>

                                                                     Exhibit F-2

                              Trustee's Certificate
                            pursuant to Section 11.03
                          of the Pooling and Servicing
                                    Agreement

                  ______________________________________, as trustee (the
"Trustee") of the Honda Auto Receivables _______ Grantor Trust created pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement")
dated as of [__________], ____, among American Honda Receivables Corp., as
Seller, American Honda Finance Corporation, as Servicer (the "Servicer") and in
its individual capacity and the Trustee, does hereby sell, transfer, assign and
otherwise convey to the Servicer, without recourse, representation or warranty,
all of the Trustee's right, title and interest in and to all of the Receivables
(as defined in the Pooling and Servicing Agreement) identified in the attached
Servicer's Certificate as "Administrative Receivables," which are to be
purchased by the Servicer pursuant to Section 4.07 or 12.02, and all security
and documents relating thereto.

                  IN WITNESS WHEREOF I have hereunto set my hand this ___ day of
_________ , ____.


<PAGE>

                                                                     EXHIBIT H-1

                                     FORM OF
                              REPRESENTATION LETTER

                 Honda Auto Receivables [____-___] Grantor Trust
                     ___% Asset Backed Certificates, Class A

         I [Name], hereby represent and warrant to [____________], as trustee
(the "Trustee") of the above-named trust, as follows:

         1.        I am [an officer of [Name of the Transferee],] the proposed
              transferee (the "Transferee") of an ownership interest in the
              Class A Certificates (the "Certificates") issued pursuant to the
              Pooling and Servicing Agreement (the "Agreement"), dated as of
              [_________], relating to the above-referenced securities, among
              American Honda Receivables Corp., as seller, American Honda
              Finance Corporation, as servicer, and the Trustee. Capitalized
              terms used but not defined herein shall have the meanings ascribed
              thereto in the Agreement. [The Transferee has authorized me to
              make the following representations and warranties on behalf of the
              Transferee.]

         2.        The Transferee agrees to require a Representation Letter
              substantially in the form of this Representation Letter from any
              Person to whom the Transferee attempts to transfer its interest in
              the Certificates and in connection with any transfer by a Person
              for whom the Transferee is acting as nominee, trustee or agent.
              The Transferee will not transfer its interest or cause any
              interest to be transferred to any Person that the Transferee knows
              cannot truthfully complete such a Representation Letter.

         3.        CHECK APPROPRIATE BOX:

              [ ]  The Transferee is not an employee benefit plan or
                   arrangement subject to Section 406 of the Employee Retirement
                   Income Security Act of 1974, as amended, or a plan subject to
                   Section 4975 of the Internal Revenue Code of 1986, as amended
                   (a "Plan"), nor a person acting on behalf of a Plan nor using
                   the assets of a Plan to effect such transfer; or

              [ ]  if such Transferee is a Plan, then

                           (D) such Plan is an "accredited investor" as defined
                   in Rule 501(a)(1) of Regulation D under the Securities Act;


                                     H-1-1
<PAGE>

                           (E) such Plan's investment in the Certificates does
                   not exceed 25% of all of the Certificates outstanding at the
                   time of such transfer; and

                           (F) immediately after the acquisition, no more than
                   25% of the assets of the Plan with respect to which a person
                   has discretionary authority or renders investment advice are
                   invested in certificates representing interests in trusts
                   containing assets sold or serviced by the same entity.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed
this [___] day of [________, ____].



                                     _______________________________
                                     Print Name of the Transferee

                                     [By: __________________________
                                              Name:
                                              Title:]


                                     H-1-2
<PAGE>

                                                                     EXHIBIT H-2

                                    FORM OF
                              REPRESENTATION LETTER
                 Honda Auto Receivables [_____-__] Grantor Trust

                  ___% Asset Backed Certificates, Class [B][C]

         I [Name], hereby represent and warrant to [_____________], as trustee
(the "Trustee") of the above-named trust, as follows:

         1.   I am [an officer of [Name of Transferee],] the proposed transferee
              (the "Transferee") of an ownership interest in the Class [B][C]
              Certificates (the "Certificates") issued pursuant to the Pooling
              and Servicing Agreement (the "Agreement"), dated as of
              [_________], relating to the above-referenced securities, among
              American Honda Receivables Corp., as seller, American Honda
              Finance Corporation, as servicer, and the Trustee. Capitalized
              terms used but not defined herein shall have the meanings ascribed
              thereto in the Agreement. [The Transferee has authorized me to
              make the following representations and warranties on behalf of the
              Transferee.]

         2.   The Transferee agrees to require a Representation Letter
              substantially in the form of this Representation Letter from any
              Person to whom the Transferee attempts to transfer its interest in
              the Certificates and in connection with any transfer by a Person
              for whom the Transferee is acting as nominee, trustee or agent.
              The Transferee will not transfer its interest or cause any
              interest to be transferred to any Person that the Transferee knows
              cannot truthfully complete such a Representation Letter.

         3.   CHECK APPROPRIATE BOX:

              [  ] The Transferee is not an employee benefit plan or
                   arrangement subject to Section 406 of the Employee Retirement
                   Income Security Act of 1974, as amended, or a plan subject to
                   Section 4975 of the Internal Revenue Code of 1986, as amended
                   (a "Plan"), nor a person acting on behalf of a Plan nor using
                   the assets of a Plan to effect such transfer; or

              [  ] The Transferee is an insurance company purchasing the
                   Certificates or beneficial interest therein with funds
                   contained in an "insurance company general account" (as
                   defined in Section V(e) of Prohibited Transaction Class
                   Exemption 95-60 ("PTCE 95-60")) as to which there is the Plan
                   with respect to which the amount of such general account's
                   reserves and liabilities for the contracts held by or on
                   behalf of such Plan and all other Plans maintained by the
                   same employer (or affiliate thereof as defined in Section
                   V(a)(1) of PTCE 95-


                                     H-2-1
<PAGE>

                  60) or by the same employee organization does not exceed 10%
                  of the total of all reserves and liabilities of such general
                  account (as such amounts are determined under Section I(a) of
                  PTCE 95-60) at the date of acquisition.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed
this [___] day of [________, ____].



                                      _______________________________
                                      Print Name of the Transferee

                                      [By: __________________________
                                               Name:
                                               Title:]


                                     H-1-2