Unassociated Document


    
       

      Exhibit
4.2

       

    

    AMERICAN
HONDA RECEIVABLES CORP.,

    as
Depositor,

    


    and


    


    U.S. BANK
TRUST NATIONAL ASSOCIATION,

    as Owner
Trustee

     

    
      
        

      

    

     

    AMENDED
AND RESTATED

    TRUST
AGREEMENT

     

    Dated
October 28, 2010

     

    
      
        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	 
      	
                                      Page

                                    
	
                                      ARTICLE
      ONE

                                    	 
      
	
                                      DEFINITIONS

                                    	 
      
	 
      	 
      
	
                                      Section
      1.01.

                                    	
                                      General
      Definitions

                                    	
                                      1

                                    
	
                                      Section
      1.02.

                                    	
                                      Other
      Definitional Provisions

                                    	
                                      5

                                    
	
                                      Section
      1.03.

                                    	
                                      Interpretive
      Provisions

                                    	
                                      5

                                    
	 
      	 
      	 
      
	
                                      ARTICLE
      TWO

                                    	 
      
	
                                      ORGANIZATION

                                    	 
      
	 
      	 
      
	
                                      Section
      2.01.

                                    	
                                      Name

                                    	
                                      5

                                    
	
                                      Section
      2.02.

                                    	
                                      Office

                                    	
                                      5

                                    
	
                                      Section
      2.03.

                                    	
                                      Purposes
      and Powers

                                    	
                                      5

                                    
	
                                      Section
      2.04.

                                    	
                                      Appointment
      of Owner Trustee

                                    	
                                      6

                                    
	
                                      Section
      2.05.

                                    	
                                      Initial
      Capital Contribution of Owner Trust Estate

                                    	
                                      6

                                    
	
                                      Section
      2.06.

                                    	
                                      Declaration
      of Trust

                                    	
                                      7

                                    
	
                                      Section
      2.07.

                                    	
                                      Liability
      of Owners

                                    	
                                      7

                                    
	
                                      Section
      2.08.

                                    	
                                      Title
      to Trust Property

                                    	
                                      7

                                    
	
                                      Section
      2.09.

                                    	
                                      Situs
      of Issuer

                                    	
                                      7

                                    
	
                                      Section
      2.10.

                                    	
                                      Representations
      and Warranties of the Depositor

                                    	
                                      7

                                    
	 
      	 
      	 
      
	
                                      ARTICLE
      THREE

                                    	 
      
	
                                      TRUST
      CERTIFICATES AND TRANSFER OF INTERESTS

                                    	 
      
	 
      	 
      
	
                                      Section
      3.01.

                                    	
                                      Initial
      Ownership

                                    	
                                      9

                                    
	
                                      Section
      3.02.

                                    	
                                      The
      Trust Certificates

                                    	
                                      9

                                    
	
                                      Section
      3.03.

                                    	
                                      Authentication
      and Delivery of Trust Certificates

                                    	
                                      9

                                    
	
                                      Section
      3.04.

                                    	
                                      Registration
      of Transfer and Exchange of Trust Certificates

                                    	
                                      10

                                    
	
                                      Section
      3.05.

                                    	
                                      Mutilated,
      Destroyed, Lost or Stolen Trust Certificates

                                    	
                                      11

                                    
	
                                      Section
      3.06.

                                    	
                                      Persons
      Deemed Owners

                                    	
                                      12

                                    
	
                                      Section
      3.07.

                                    	
                                      Access
      to List of Certificateholders’ Names and Addresses

                                    	
                                      12

                                    
	
                                      Section
      3.08.

                                    	
                                      Maintenance
      of Office or Agency

                                    	
                                      12

                                    
	
                                      Section
      3.09.

                                    	
                                      Appointment
      of Paying Agent

                                    	
                                      12

                                    
	
                                      Section
      3.10.

                                    	
                                      Definitive
      Trust Certificates

                                    	
                                      13

                                    
	
                                      Section
      3.11.

                                    	
                                      Repayment
      of Trust Certificates

                                    	
                                      13

                                    
	 	 	 
	
                                      ARTICLE
      FOUR

                                    	 
	
                                      ACTIONS
      BY OWNER TRUSTEE

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Section
      4.01.

                                  	
                                    Prior
      Notice to Owners with Respect to Certain Matters

                                  	
                                    13

                                  
	
                                    Section
      4.02.

                                  	
                                    Action
      by Owners with Respect to Certain Matters

                                  	
                                    14

                                  
	
                                    Section
      4.03.

                                  	
                                    Action
      by Owners with Respect to Bankruptcy

                                  	
                                    14

                                  
	
                                    Section
      4.04.

                                  	
                                    Restrictions
      on Owners’ Power

                                  	
                                    14

                                  
	
                                    Section
      4.05.

                                  	
                                    Majority
      Control

                                  	
                                    14

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      FIVE

                                  	 
      
	
                                    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

                                  	 
      
	 
      	 
      
	
                                    Section
      5.01.

                                  	
                                    Establishment
      of Trust Account

                                  	
                                    15

                                  
	
                                    Section
      5.02.

                                  	
                                    Application
      of Trust Funds

                                  	
                                    15

                                  
	
                                    Section
      5.03.

                                  	
                                    Method
      of Payment

                                  	
                                    16

                                  
	
                                    Section
      5.04.

                                  	
                                    No
      Segregation of Monies; No Interest

                                  	
                                    16

                                  
	
                                    Section
      5.05.

                                  	
                                    Accounting
      and Reports to Owners, Internal Revenue Service and Others

                                  	
                                    16

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      SIX

                                  	 
      
	
                                    AUTHORITY
      AND DUTIES OF OWNER TRUSTEE

                                  	 
      
	 
      	 
      
	
                                    Section
      6.01.

                                  	
                                    General
      Authority

                                  	
                                    17

                                  
	
                                    Section
      6.02.

                                  	
                                    General
      Duties

                                  	
                                    17

                                  
	
                                    Section
      6.03.

                                  	
                                    Action
      Upon Instruction

                                  	
                                    17

                                  
	
                                    Section
      6.04.

                                  	
                                    No
      Duties Except as Specified in this Agreement or in
      Instructions

                                  	
                                    18

                                  
	
                                    Section
      6.05.

                                  	
                                    No
      Action Except Under Specified Documents or Instructions

                                  	
                                    18

                                  
	
                                    Section
      6.06.

                                  	
                                    Restrictions

                                  	
                                    19

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      SEVEN

                                  	 
      
	
                                    CONCERNING
      THE OWNER TRUSTEE

                                  	 
      
	 
      	 
      
	
                                    Section
      7.01.

                                  	
                                    Acceptance
      of Trusts and Duties

                                  	
                                    19

                                  
	
                                    Section
      7.02.

                                  	
                                    Furnishing
      of Documents

                                  	
                                    20

                                  
	
                                    Section
      7.03.

                                  	
                                    Representations
      and Warranties of the Owner Trustee

                                  	
                                    20

                                  
	
                                    Section
      7.04.

                                  	
                                    Reliance,
      Advice of Counsel

                                  	
                                    21

                                  
	
                                    Section
      7.05.

                                  	
                                    Not
      Acting in Individual Capacity

                                  	
                                    22

                                  
	
                                    Section
      7.06.

                                  	
                                    Owner
      Trustee Not Liable for Trust Certificates or Receivables

                                  	
                                    22

                                  
	
                                    Section
      7.07.

                                  	
                                    Owner
      Trustee May Own Trust Certificates and Notes

                                  	
                                    22

                                  
	 
      	 
      	 
      
	
                                    ARTICLE
      EIGHT

                                  	 
      
	
                                    COMPENSATION
      OF OWNER TRUSTEE

                                  	 
      
	 
      	 
      
	
                                    Section
      8.01.

                                  	
                                    Owner
      Trustee’s Fees and Expenses

                                  	
                                    22

                                  
	
                                    Section
      8.02.

                                  	
                                    Indemnification

                                  	
                                    23

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                      Section
      8.03.

                    	
                      Payments
      to the Owner Trustee

                    	
                      23

                    
	 
      	 
      	 
      
	
                      ARTICLE
      NINE

                    	 
      
	
                      TERMINATION
      OF TRUST AGREEMENT

                    	 
      
	 
      	 
      
	
                      Section
      9.01.

                    	
                      Termination
      of Trust Agreement

                    	
                      23

                    
	 
      	 
      	 
      
	
                      ARTICLE
      TEN

                    	 
      
	
                      SUCCESSOR
      AND ADDITIONAL OWNER TRUSTEES

                    	 
      
	 
      	 
      
	
                      Section
      10.01.

                    	
                      Eligibility
      Requirements for Owner Trustee

                    	
                      25

                    
	
                      Section
      10.02.

                    	
                      Resignation
      or Removal of Owner Trustee

                    	
                      25

                    
	
                      Section
      10.03.

                    	
                      Successor
      Owner Trustee

                    	
                      26

                    
	
                      Section
      10.04.

                    	
                      Merger
      or Consolidation of Owner Trustee

                    	
                      26

                    
	
                      Section
      10.05.

                    	
                      Appointment
      of Co-Trustee or Separate Trustee

                    	
                      26

                    
	 
      	 
      	 
      
	
                      ARTICLE
      ELEVEN

                    	 
      
	
                      MISCELLANEOUS

                    	 
      
	 
      	 
      
	
                      Section
      11.01.

                    	
                      Supplements
      and Amendments

                    	
                      28

                    
	
                      Section
      11.02.

                    	
                      No
      Legal Title to Owner Trust Estate in Owner

                    	
                      29

                    
	
                      Section
      11.03.

                    	
                      Limitations
      on Rights of Others

                    	
                      29

                    
	
                      Section
      11.04.

                    	
                      Notices

                    	
                      29

                    
	
                      Section
      11.05.

                    	
                      Severability

                    	
                      30

                    
	
                      Section
      11.06.

                    	
                      Separate
      Counterparts

                    	
                      30

                    
	
                      Section
      11.07.

                    	
                      Successors
      and Assigns

                    	
                      30

                    
	
                      Section
      11.08.

                    	
                      No
      Petition

                    	
                      30

                    
	
                      Section
      11.09.

                    	
                      No
      Recourse

                    	
                      30

                    
	
                      Section
      11.10.

                    	
                      Headings

                    	
                      30

                    
	
                      Section
      11.11.

                    	
                      Governing
      Law; Submission to Jurisdiction

                    	
                      30

                    
	
                      Section
      11.12.

                    	
                      Trust
      Certificates Nonassessable and Fully Paid

                    	
                      31

                    
	
                      Section
      11.13.

                    	
                      Depositor
      Payment Obligation

                    	
                      31

                    
	
                      Section
      11.14.

                    	
                      Tax
      Treatment

                    	
                      31

                    
	
                      Section
      11.15.

                    	
                      Waiver
      of Jury Trial

                    	
                      31

                    
	
                      Section
      11.16.

                    	
                      Communications
      with Rating Agencies

                    	
                      31

                    


            

          

        

      

    

    


    
      
        
          
            
              
                
                  	
                          EXHIBITS

                        
	 
      
	
                          Exhibit
      A - Form of Trust Certificate

                        	
                          A-1

                        
	
                          Exhibit
      B - Form of Seller Certificate

                        	
                          B-1

                        
	
                          Exhibit
      C - Form of Investment Letter

                        	
                          C-1

                        
	
                          Exhibit
      D - Form of Rule 144A Letter

                        	
                          D-1

                        


                

              

            

          

        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    


    This
Amended and Restated Trust Agreement, dated October 28, 2010 is between American
Honda Receivables Corp., a California corporation, as depositor (the “Depositor”) and U.S.
Bank Trust National Association, as owner trustee (the “Owner
Trustee”).

     

    WHEREAS,
Honda Auto Receivables 2010-3 Owner Trust has been created pursuant to a trust
agreement, dated as of September 17, 2010 between the Depositor and the Owner
Trustee (the “Initial
Trust Agreement”); and

     

    WHEREAS,
the parties hereto are entering into this amended and restated trust agreement
pursuant to which, among other things, the Initial Trust Agreement will be
amended and restated and $40,000,157.75, aggregate principal amount of Asset
Backed Certificates will be issued;

     

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

     

    ARTICLE
ONE


     

    DEFINITIONS

     

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

     

    “Administration
Agreement” means the administration agreement, dated as of October 1,
2010, among the Issuer, the Indenture Trustee, the Depositor and AHFC, as
amended or supplemented from time to time.

     

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

     

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

     

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

     

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

     

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

     

    “Authenticating Agent”
means the Owner Trustee or any authenticating agent appointed pursuant to
Section 3.03.

     

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


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Closing Date” means
October 28, 2010.

     

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

     

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

     

    “Corporate Trust
Office” means, with respect to the Owner Trustee, the principal corporate
trust office of the Owner Trustee located at U.S. Bank Trust National
Association, 209 South Lasalle Street, Suite 300, Chicago, Illinois 60604,
Attention: Corporate Trust Services –Honda Auto Receivables 2010-3, or at such
other address as the Owner Trustee may designate by notice to the Owners and,
the Depositor, or the principal corporate trust office of any successor Owner
Trustee at the address designated by such successor Owner Trustee by notice to
the Owners and the Depositor.

     

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

     

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

     

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

     

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


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

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

     

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

     

    “Indenture” means the
indenture dated as of October 1, 2010 between the Issuer and Deutsche Bank Trust
Company Americas, as indenture trustee.

     

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

     

    “Issuer” means the
Honda Auto Receivables 2010-3 Owner Trust, and its successors.

     

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

     

    “Original Certificate
Balance” means $40,000,157.75.

     

    “Original Contribution
Amount” means $1,000.

     

    “Owner” means each
Holder of a Trust Certificate.

     

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

     

    “Owner Trustee” means
U.S. Bank Trust National Association, not in its individual capacity but solely
as owner trustee under this Agreement, and any successor Owner Trustee
hereunder.

     

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

     

    “Payment Date” means
the 21st
calendar day of each month, commencing November 22, 2010, or if such day is not
a Business Day, then the next succeeding Business Day.


    “Percentage Interest”
means, as to any Trust Certificate, (i) the original certificate balance for
such Trust Certificate, as specified on the face thereof, divided by (ii) the
Original Certificate Balance; provided, that in determining whether the Holders
of the requisite portion or percentage of the Trust Certificates have given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or under any other Basic Document, Trust Certificates owned by the Issuer, any
other obligor upon the Certificates, the Seller, the Servicer or any


     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Affiliate
of any of the foregoing Persons shall be disregarded and deemed to be excluded
from the Certificate Balance (unless such Persons own 100% of the Trust
Certificates), except that, in determining whether the Indenture Trustee and
Owner Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Trust Certificates
that a Responsible Officer of the Indenture Trustee and the Owner Trustee have
actual knowledge of being so owned shall be so disregarded.  Trust
Certificates so owned that have been pledged in good faith may be regarded as
included in the Certificate Balance if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as applicable, the
pledgee’s right so to act with respect to such Trust Certificates and that the
pledgee is not the Issuer, any other obligor upon the Trust Certificates, the
Seller or any Affiliate of any of their respective
Affiliates.  Neither the Indenture Trustee nor the Owner Trustee shall
incur any liability to any person in determining whether a pledgee has the right
to act with respect to such Trust Certificates.

     

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

     

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

     

    “Required Rating”
means, with respect to any entity, that such entity (or the parent of such
entity) has a rating of at least BBB- by Fitch, Inc. and at least Baa3 by
Moody’s Investors Service, Inc.

     

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

     

    “Sale and Servicing
Agreement” means the sale and servicing agreement, dated as of October 1,
2010, among the Issuer, the Depositor and AHFC, as servicer, as amended or
supplemented from time to time.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    Section
1.02.   Other Definitional
Provisions.

     

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

     

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

     

    Section
1.03.   Interpretive
Provisions.

     

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

     

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

     

    ARTICLE
TWO


     

    ORGANIZATION

     

    Section
2.01.   Name.  The
trust created hereby shall be known as the “Honda Auto Receivables 2010-3 Owner
Trust”, in which name the Owner Trustee may conduct the business of the Issuer,
make and execute contracts and other instruments and sue and be sued, to the
extent herein provided.

     

    Section
2.02.   Office.  The
office of the Issuer shall be in care of the Owner Trustee at the Corporate
Trust Office or at such other address as the Owner Trustee may designate by
written notice to the Owners and the Depositor.

     

    Section
2.03.   Purposes and
Powers.

     

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

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    Section
2.04.      Appointment of Owner
Trustee.  The Depositor hereby appoints the Owner Trustee as
trustee of the Issuer effective as of the date hereof, to have all the rights,
powers and duties set forth herein, and the Owner Trustee hereby accepts such
appointment.  The Owner Trustee may engage, in the name of the Issuer
or in its own name on behalf of the Issuer, in the activities of the Issuer,
make and execute contracts on behalf of the Issuer and sue on behalf of the
Issuer.

     

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


     

    
      
        
        

      

      
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    Issuer as
they may arise or shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee.

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

    
      
         


      

      
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    ARTICLE
THREE


     

    TRUST
CERTIFICATES AND TRANSFER OF INTERESTS

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

    The Trust
Certificates have not been registered under the Securities Act or listed on any
securities exchange.  No transfer of a Trust Certificate shall be made
unless such transfer is made pursuant to an effective registration statement
under the Securities Act and any applicable state securities laws or is exempt
from the registration requirements under the Securities Act and such state
securities laws.  In the event that a transfer is to be made in
reliance upon an exemption from the Securities Act and state securities laws, in
order to assure compliance with the Securities Act and such laws, the Holder
desiring to effect such transfer and such Holder’s prospective transferee shall
each certify to the Issuer in writing the facts surrounding the transfer in the
form of a Seller Certificate and Investment Letter or a Rule 144A
Letter.  Except in the case of a transfer as to which the proposed
transferee has provided a Rule 144A Letter, there shall also be delivered to the
Issuer an Opinion of Counsel that such transfer may be made pursuant to an
exemption from the Securities Act and an Opinion of Counsel or memorandum of law
that such transfer may be made pursuant to an exemption from state securities
laws, which Opinion(s) of Counsel and memorandum of law shall not be an expense
of the Issuer or the Owner Trustee.  The Depositor shall provide to
any Holder of a Trust Certificate and any prospective transferee designated by
any such Holder, information regarding the Trust Certificates and the
Receivables and such other information as shall be necessary to satisfy the
condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such
Trust Certificate without registration thereof under the Securities Act pursuant
to the registration exemption provided by Rule 144A.  Each Holder of a
Trust Certificate desiring to effect such a transfer shall, and does hereby
agree to, indemnify the Issuer, the Owner Trustee and the Depositor against any
liability that may result if the transfer is not so exempt or is not made in
accordance with federal and state securities laws.  The Owner Trustee
on behalf of the Issuer shall cause each Trust Certificate to contain a legend
in the form set forth on the form of Trust Certificate attached hereto as
Exhibit A.

     

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

     

    
      
        
        

      

      
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    denominations
of a like aggregate original certificate balance upon surrender of the Trust
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.08.

     

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

     

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

     

    (e)           The
Trust Certificates may not be acquired or held by or for the account of a
Benefit Plan Investor or a person who is not a United States Person within the
meaning of Section 7701(a)(30) of the Code.  No transfer of a Trust
Certificate shall be made unless the prospective transferee has certified to the
Issuer in writing that it is not a Benefit Plan Investor.

     

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

     

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

     

    Section
3.05.    Mutilated, Destroyed, Lost
or Stolen Trust Certificates.  If (i) any mutilated Trust
Certificate is surrendered to the Certificate Registrar, or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Trust Certificate and (ii) there is delivered to the Certificate
Registrar and the Owner Trustee such security or indemnity as may be required by
them to save each of them harmless, then, in the absence of notice to a
Responsible Officer of the Owner Trustee that such Trust Certificate has been
acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer
shall execute and the Owner Trustee or its Authenticating Agent shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Trust Certificate, a new Trust Certificate in an
authorized denomination and of a like original certificate
balance.  In connection with the issuance of any new Trust Certificate
under this Section, the Owner Trustee may require the 

     

    
      
        
        

      

      
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    payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.  Any duplicate Trust Certificate
issued pursuant to this Section shall constitute conclusive evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Trust Certificate shall be found at any time.

     

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

     

    Section
3.07.    Access to List of
Certificateholders’ Names and Addresses.  The Certificate
Registrar shall furnish or cause to be furnished to the Servicer and the
Depositor, within 15 days after receipt by the Certificate Registrar of a
written request therefor from the Servicer or the Depositor, a list, in such
form as the Servicer or the Depositor may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record
Date.  If three or more Certificateholders, or one or more
Certificateholders evidencing not less than 51% of the Percentage Interests of
the Trust Certificates (hereinafter referred to as the “Applicants”), apply in
writing to the Certificate Registrar, and such application states that the
Applicants desire to communicate with other Certificateholders with respect to
their rights under this Agreement or under the Trust Certificates, then the
Certificate Registrar shall, within five Business Days after the receipt of such
application, afford such Applicants access during normal business hours to the
current list of Certificateholders.  Each Holder, by receiving and
holding a Trust Certificate, shall be deemed to have agreed not to hold any of
the Depositor, the Certificate Registrar or the Owner Trustee accountable by
reason of the disclosure of its name and address, regardless of the source from
which such information was derived.

     

    Section
3.08.    Maintenance of Office or
Agency.  The Trust shall maintain an office or offices or
agency or agencies where Trust Certificates may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Owner
Trustee or its agent in respect of the Trust Certificates and the Basic
Documents may be served.  The Owner Trustee initially designates 209
South LaSalle Street, Suite 300, Chicago, Illinois 60604, as its office for such
purposes.  The Owner Trustee shall give prompt written notice to the
Depositor and to the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.


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

     

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

     

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

     

    ARTICLE
FOUR

     

    ACTIONS
BY OWNER TRUSTEE

     

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

     

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

     

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

     

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

     

    
      
         


      

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

     

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

     

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

     

    Section
4.02.    Action by Owners with
Respect to Certain Matters.  Subject to the provisions and
limitations of Section 4.04, the Owner Trustee shall not have the power, except
upon the direction of the Owners, to (i) remove the Administrator pursuant to
Section 1.09 of the Administration Agreement, (ii) appoint a successor
Administrator pursuant to Section 1.09 of the Administration Agreement, (iii)
remove the Servicer pursuant to Section 7.01 of the Sale and Servicing
Agreement, (iv) except as expressly provided in the Basic Documents, sell the
Receivables after the termination of the Indenture, or  (v) authorize
the merger or consolidation of the Issuer with or into any other statutory trust
or entity (other than in accordance with Section 3.10 of the
Indenture).  The Owner Trustee shall take the actions referred to in
the preceding sentence only upon written instructions signed by the
Owners.

     

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

     

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

     

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

     

    
      
         


      

      
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    ARTICLE
FIVE

     

    APPLICATION
OF TRUST FUNDS; CERTAIN DUTIES

     

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

     

    The
Issuer shall possess all right, title and interest in funds on deposit from time
to time in the Certificate Distribution Account and in the proceeds
thereof.  Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control of
the Owner Trustee for the benefit of the Certificateholders.  If, at
any time, the Owner Trustee ceases to be an Eligible Institution, the Owner
Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate
Distribution Account is not then held by the Owner Trustee or an Affiliate
thereof) shall cause the Certificate Distribution Account to be moved to an
Eligible Institution and shall transfer any cash and/or any investments to such
new Certificate Distribution Account.  Monies on deposit in the
Certificate Distribution Account may be invested in Eligible Investments upon
the terms set forth in Section 4.01 of the Sale and Servicing Agreement, as if
the Certificate Distribution Account were an “Account”.  Earnings on
investments of funds in the Certificate Distribution Account shall be paid to
the Servicer as part of the Supplemental Servicing Fee and any losses and
investment expenses shall be charged against the funds in such
account.

     

    Section
5.02.    Application of Trust
Funds.

     

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

     

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

     

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

     

    
      
        
        

      

      
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    respect
to a distribution, the Paying Agent may in its sole discretion withhold such
amounts in accordance with this paragraph (c).

     

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

     

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

     

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

     

    
      
         


      

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

     

    ARTICLE
SIX

     

    AUTHORITY
AND DUTIES OF OWNER TRUSTEE

     

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

     

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

     

    Section
6.03.    Action Upon
Instruction.

     

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

     

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


    (c)           Whenever
the Owner Trustee is unable to decide between alternative courses of action
permitted or required by the terms of this Agreement or under any other Basic
Document, the Owner Trustee shall promptly give notice (in such form as shall be
appropriate under the 

     

    
      
        
        

      

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

     

    (d)           In
the event that the Owner Trustee is unsure as to the application of any
provision of this Agreement or any other Basic Document or any such provision is
ambiguous as to its application, or is, or appears to be, in conflict with any
other applicable provision, or in the event that this Agreement permits any
determination by the Owner Trustee or is silent or is incomplete as to the
course of action that the Owner Trustee is required to take with respect to a
particular set of facts, the Owner Trustee may give notice (in such form as
shall be appropriate under the circumstances) to the Owners requesting
instruction and, to the extent that the Owner Trustee acts or refrains from
acting in good faith in accordance with any such instruction received, the Owner
Trustee shall not be liable, on account of such action or inaction, to any
Person.  If the Owner Trustee shall not have received appropriate
instruction within ten days of such notice (or within such shorter period of
time as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to, take or refrain from
taking such action not inconsistent with this Agreement or the other Basic
Documents, as it shall deem to be in the best interests of the Owners, and shall
have no liability to any Person for such action or inaction.

     

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

     

    Section
6.05.     No Action Except Under
Specified Documents or Instructions.  The Owner Trustee shall
not manage, control, use, sell, dispose of or otherwise deal with any part of
the Owner Trust Estate except in accordance with (i) the powers granted to and
the authority 

     

    
      
        
        

      

      
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    conferred
upon the Owner Trustee pursuant to this Agreement, (ii) the Basic Documents and
(iii) any document or instruction delivered to the Owner Trustee pursuant to
Section 6.03.

     

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

     

    ARTICLE
SEVEN

     

    CONCERNING
THE OWNER TRUSTEE

     

    Section
7.01.    Acceptance of Trusts and
Duties.  The Owner Trustee accepts the trusts hereby created
and each agrees to perform its duties hereunder with respect to such trusts, but
only upon the terms of this Agreement.  The Owner Trustee also agrees
to disburse all monies actually received by it constituting part of the Owner
Trust Estate upon the terms of this Agreement and the other Basic
Documents.  The Owner Trustee shall not be answerable or accountable
hereunder or under any other Basic Document under any circumstances, except (i)
for its own willful misconduct, bad faith or gross negligence or (ii) in the
case of the inaccuracy of any representation or warranty contained in Section
7.03 expressly made by the Owner Trustee.  In particular, but not by
way of limitation (and subject to the exceptions set forth in the preceding
sentence):

     

    (a)          the
Owner Trustee shall not be liable for any error of judgment made in good faith
by the Owner Trustee;

     

    (b)          the
Owner Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in accordance with the instructions of the Administrator or any
Owner or Owners;

     

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

     

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

     

    (e)          the
Owner Trustee shall not be responsible for or in respect of the validity or
sufficiency of this Agreement or for the due execution hereof by the Depositor
or for the form, character, genuineness, sufficiency, value or validity of any
of the Owner Trust Estate, or for or in respect of the validity or sufficiency
of the Basic Documents, other than the certificate of authentication on the
Trust Certificates, and the Owner Trustee shall not in any event assume or incur
any liability, duty or obligation to any Noteholder or to any Owner, other than
as expressly provided for in the Basic Documents;

     

    
      
         


      

      
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    (f)           the
Owner Trustee shall not be liable for the default or misconduct of the
Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer
under any Basic Document or otherwise, and the Owner Trustee shall not have any
obligation or liability to perform the obligations of the Issuer under this
Agreement or the other Basic Documents that are required to be performed by the
Administrator under the Administration Agreement, the Indenture Trustee under
the Indenture or the Servicer or the Seller under the Sale and Servicing
Agreement or any other Person under any of the Basic Documents; and

     

    (g)          the
Owner Trustee shall not be under any obligation to exercise any of the rights or
powers vested in it by this Agreement, or to institute, conduct or defend any
litigation under this Agreement or otherwise or in relation to this Agreement or
any other Basic Document, at the request, order or direction of any of the
Owners, unless such Owners have offered to the Owner Trustee security or
indemnity satisfactory to it against the costs, expenses and liabilities that
may be incurred by the Owner Trustee therein or thereby; the right of the Owner
Trustee to perform any discretionary act enumerated in this Agreement or in any
other Basic Document shall not be construed as a duty, and the Owner Trustee
shall not be answerable for other than its gross negligence, bad faith or
willful misconduct in the performance of any such act.

     

    (h)          in
no event shall the Owner Trustee be responsible or liable for any failure or
delay in the performance of its obligations hereunder arising out of or caused
by, directly or indirectly, forces beyond its control, including, without
limitation strikes, work stoppages, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities; it being understood that the Owner Trustee
shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the
circumstances.

    


    Section
7.02.    Furnishing of
Documents.

     

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

     

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

     

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

     

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

     

    (c)          neither
the execution nor the delivery by it of this Agreement, nor the consummation by
it of the transactions contemplated hereby, nor compliance by it with any of the
terms or provisions hereof will contravene any federal or Delaware governmental
rule or 

     

    
      
        
        

      

      
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    regulation
governing the banking or trust powers of the Owner Trustee or any judgment or
order binding on it, or constitute any default under its charter documents or
bylaws; and

     

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

     

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

     

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

     

    Section
7.04.     Reliance, Advice of
Counsel.

     

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

     

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

     

    
      
        
        

      

      
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    opinion
or advice of any such counsel, accountants or other such persons and not
contrary to this Agreement or any other Basic Document.

     

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

     

    Section
7.06.    Owner Trustee Not Liable for
Trust Certificates or Receivables.  The recitals contained
herein and in the Trust Certificates (other than the signature of the Owner
Trustee and the certificate of authentication on the Trust Certificates) shall
be taken as the statements of the Depositor, and the Owner Trustee assumes no
responsibility for the correctness thereof.  The Owner Trustee makes
no representations as to the validity or sufficiency of this Agreement, any
other Basic Document or the Trust Certificates (other than the signature of the
Owner Trustee and the certificate of authentication on the Trust Certificates
and the representations and warranties in Section 7.03) or the Notes, or of any
Receivable or related documents.  The Owner Trustee shall at no time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Receivable, or the perfection and priority of
any security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments to
be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including, without limitation, the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any computer
or other record thereof; the validity of the assignment of any Receivable to the
Issuer or of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor or
the Servicer with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation, or any action of the Administrator, the Indenture Trustee or the
Servicer or any subservicer taken in the name of the Owner Trustee.

     

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

     

    ARTICLE
EIGHT

     

    COMPENSATION
OF OWNER TRUSTEE

     

    Section
8.01.    Owner Trustee’s Fees and
Expenses.  The Owner Trustee shall receive as compensation for
its services hereunder such fees as have been separately agreed upon before the
date hereof between the Depositor and the Owner Trustee, and upon the formation
of the Issuer, the Owner Trustee shall be entitled to be reimbursed by the
Issuer for its other reasonable 

     

    
      
        
        

      

      
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    expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder.

     

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

     

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

     

    ARTICLE
NINE

     

    TERMINATION
OF TRUST AGREEMENT

     

    Section
9.01.    Termination of Trust
Agreement.

     

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

     

    
      
        
        

      

      
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    with
Section 3808(e) of the Statutory Trust Statute.

     

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

     

    (c)           The
outstanding Trust Certificates are subject to redemption in whole, but not in
part, pursuant to Section 8.01 of the Sale and Servicing Agreement; provided
that the Issuer has available funds sufficient to pay the aggregate Certificate
Balance of all the Trust Certificates, together with accrued interest at the
Certificate Rate to but excluding the Payment Date.  Notice of any
termination of the Issuer, specifying the Payment Date upon which
Certificateholders shall surrender their Trust Certificates to the Paying Agent
for payment of the final distribution and cancellation, shall be given by the
Owner Trustee by letter to Certificateholders mailed within five Business Days
of receipt of notice of such termination from the Servicer given pursuant to
Section 8.01(b) of the Sale and Servicing Agreement, stating (i) the Payment
Date upon or with respect to which final payment of the Trust Certificates shall
be made upon presentation and surrender of the Trust Certificates at the office
of the Paying Agent therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such Payment Date
is not applicable, payments being made only upon presentation and surrender of
the Trust Certificates at the office of the Paying Agent therein
specified.  The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if
other than the Owner Trustee) at the time such notice is given to
Certificateholders.  Upon presentation and surrender of the Trust
Certificates, the Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Payment Date pursuant to
Section 5.02.  The Owner Trustee shall promptly notify the
Administrator (who shall make such notice available to each Rating Agency
pursuant to Section 1.02(c) of the Administration Agreement) upon the final
payment of the Trust Certificates.

     

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

     

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


    
      
         


      

      
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    ARTICLE
TEN

     

    SUCCESSOR
AND ADDITIONAL OWNER TRUSTEES

     

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

     

    Section
10.02.   Resignation or Removal of
Owner Trustee.  The Owner Trustee may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Administrator.  Upon receiving such notice of resignation, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner
Trustee.  If no successor Owner Trustee shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition at the Issuer’s expense
any court of competent jurisdiction for the appointment of a successor Owner
Trustee.

     

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

     

    Any
resignation or removal of the Owner Trustee and appointment of a successor Owner
Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Owner Trustee
pursuant to Section 10.03 and payment of all fees and expenses owed to the
outgoing Owner Trustee.  The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to each Rating Agency pursuant
to Section 1.02(c) of the Administration Agreement.


    
      
         


      

      
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    Section
10.03.   Successor Owner Trustee
.  Any successor Owner Trustee appointed pursuant to Section
10.02 shall execute, acknowledge and deliver to the Administrator and to its
predecessor Owner Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Owner
Trustee shall become effective, and such successor Owner 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 Owner Trustee. The predecessor Owner
Trustee shall upon payment of its fees and expenses deliver to the successor
Owner Trustee all documents and statements and monies held by it under this
Agreement and the Administrator and the predecessor Owner 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 Owner
Trustee all such rights, powers, duties and obligations.

     

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

     

    Upon
acceptance of appointment by a successor Owner Trustee pursuant to this Section,
the Administrator shall mail notice thereof to all Certificateholders, the
Indenture Trustee and the Noteholders; and, in the case of each Rating Agency,
shall make such notice available pursuant to Section 1.02(c) of the
Administration Agreement.  If the Administrator shall fail to mail
such notice within ten days after acceptance of such appointment by the
successor Owner Trustee the successor Owner Trustee shall cause such notice to
be mailed at the expense of the Administrator.

     

    Section
10.04.   Merger or Consolidation of
Owner Trustee.  Any Person into which the Owner Trustee may be
merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which the Owner
Trustee shall be a party, or any Person succeeding to all or substantially all
of the corporate trust business of the Owner Trustee shall be the successor of
the Owner Trustee hereunder, without the execution or filing of any instrument
or any further act on the part of any of the parties hereto, anything herein to
the contrary notwithstanding; provided, that such Person shall be eligible
pursuant to Section 10.01 and, provided, further, that the Owner Trustee shall
mail notice of such merger or consolidation to the Administrator (who shall make
such notice available to each Rating Agency pursuant to Section 1.02(c) of the
Administration Agreement).

     

    Section
10.05.   Appointment of Co-Trustee or
Separate Trustee.  Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Owner Trust Estate or any Financed Vehicle
may at the time be located, the Administrator and the Owner Trustee acting
jointly shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Administrator and Owner Trustee to
act as co-trustee, jointly with the Owner Trustee, or as separate trustee or
separate trustees, of all or any part of the Owner Trust Estate, and to vest in
such Person, in such capacity, such title to the Trust or any part thereof and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Administrator and the Owner Trustee may
consider necessary or desirable.  If the Administrator shall not have
joined in such appointment within 15 days after the receipt by it of


     

    
      
        
        

      

      
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    a request
to do so, the Owner Trustee alone shall have the power to make such
appointment.  The Owner Trustee agrees that upon receipt of a written
request from the Administrator to appoint a co-trustee, it will, at the expense
of the Issuer, either (i) promptly provide evidence reasonably satisfactory to
the Administrator that such co-trustee is not required or (ii) cooperate fully
to ensure a co-trustee is appointed with any required timeframe.  No
co-trustee or separate trustee under this Agreement shall be required to meet
the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01,
except that such co-trustee or successor trustee shall have the Required Rating,
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

     

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

     

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

     

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

     

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

     

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

     

    Any
separate trustee or co-trustee may at any time appoint the Owner Trustee as its
agent or attorney-in-fact with full power and authority, to the extent not
prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name.  If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the 

     

    
      
        
        

      

      
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    extent
permitted by law, without the appointment of a new or successor co-trustee or
separate trustee.

     

    ARTICLE
ELEVEN


     

    MISCELLANEOUS

     

    Section
11.01.   Supplements and
Amendments.

     

    (a)           This
Agreement may be amended by the parties hereto with prior written notice to the
Administrator (who shall make such notice available to each Rating Agency
pursuant to Section 1.02(c) of the Administration Agreement), without the
consent of any Securityholders, to cure any ambiguity, to correct or supplement
any provisions in this Agreement or for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions in this Agreement
or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect the interests
of any Noteholder or Certificateholder.

     

    (b)           This
Agreement may also be amended from time to time by the parties hereto, with
prior written notice to the Administrator (who shall make such notice available
to each Rating Agency pursuant to Section 1.02(c) of the Administration
Agreement), with the consent of the Holders of Trust Certificates evidencing not
less than a majority of the Percentage Interests evidenced by the Trust
Certificates and, if such amendment materially and adversely affects the
interests of the Noteholders, with the consent of Holders (as such term is
defined in the Indenture) of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that shall be required
to be made for the benefit of the Noteholders or the Certificateholders, (ii)
increase or reduce any Interest Rate or Certificate Rate or (iii) reduce the
aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage
Interests evidenced by the Trust Certificates required to consent to any such
amendment, without the consent of the Holders of all the outstanding Notes and
Trust Certificates affected thereby.

     

    (c)           Prior
to the execution of any such amendment or consent, the Owner Trustee shall
furnish written notification of the substance of such amendment or consent to
the Indenture Trustee and the Administrator (who shall make such notice
available to each Rating Agency pursuant to Section 1.02(c) of the
Administration Agreement).

     

    (d)           Promptly
after the execution of any such amendment or consent, the Owner Trustee shall
furnish written notification of the substance of such amendment or consent to
each Certificateholder.  It shall not be necessary for the consent of
Certificateholders, Noteholders or the Indenture Trustee pursuant to this
Section to approve the particular form of any proposed amendment or consent, but
it shall be sufficient if such consent shall approve the substance
thereof.  The manner of obtaining such consents (and any other
consents of Certificateholders 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    provided
for in this Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.

     

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

     

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

     

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

     

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

     

    Section
11.04.   Notices.

     

    (a)           Unless
otherwise expressly specified or permitted by the terms hereof, all demands,
notices and communications under this Agreement shall be in writing, personally
delivered, mailed by electronic mail (if an address therefore has been provided
by the respective party in writing), mailed by certified mail, return receipt
requested, delivered by overnight delivery service, or sent via facsimile
transmission and shall be deemed to have been duly given upon receipt (i) in the
case of the Owner Trustee, U.S. Bank Trust National Association, 209 South
LaSalle Street, Suite 300, Chicago, Illinois 60604, Attention: Corporate Trust
Services – Honda Auto Receivables 2010-3, (ii) in the case of the Depositor, to
American Honda Receivables Corp., 20800 Madrona Avenue, Torrance, California
90503, Attention: President or (iii) as to any party, at such other address as
shall be designated by such party in a written notice to the other
party.

     

    
      
         


      

      
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    (b)           Any
notice required or permitted to be given to a Certificateholder shall be given
by overnight delivery or first-class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register.  Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

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

     

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

    


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

     

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

     

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

     

    Section
11.15.   Waiver of Jury
Trial.  Each of the parties hereto irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury
in any legal proceeding arising out of or relating to the transaction
contemplated hereby.

     

    Section
11.16.   Communications with Rating
Agencies.  If the Owner Trustee shall receive any written or
oral communications from any Rating Agency (or any of their respective officers,
directors or employees) with respect to the transactions contemplated hereby or
under the Basic Documents or in any way relating to the Notes, the Owner Trustee
agrees to coordinate with the Administrator with respect to any communication
received from a Rating Agency and further agrees that in no event shall the
Owner Trustee engage in any oral communication with respect to the substance of
the transactions contemplated hereby or under the Basic Documents 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    or in any
way relating to the Notes, with any Rating Agency (or any of their respective
officers, directors or employees) without the participation of the
Administrator.

     

    The Owner
Trustee will not be responsible for delays attributable to the Administrator’s
failure to deliver any information related to any communication with a Rating
Agency (with respect to this section, the “Information”), defects in the
Information supplied to the Rating Agency or Administrator or other
circumstances beyond the control of the Owner Trustee.  In addition,
the Owner Trustee shall be under any obligation to make any determination as to
the veracity or applicability of any Information provided to it, or whether any
such Information is required to be maintained on a website or other public
medium.

     

    
      
         


      

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

    
      
        
          
            


            
              
                	
                        AMERICAN
      HONDA RECEIVABLES CORP.,

                      
	
                        as
      Depositor

                      
	 
      
	
                        By:

                      	 
      
	 
      	
                         
      Name:

                      
	 
      	
                         
      Title:

                      


              

            

            


            
              
                	
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION,

                      
	
                        as
      Owner Trustee

                      
	 
      
	
                        By:

                      	 
      
	 
      	
                         
      Name:

                      
	 
      	
                         
      Title:

                      


              

            

            

              
                
                   


                

                
                  33

                  
                    

                  

                

                
                   


                

              

            

          

        

      

    

     

    EXHIBIT
A

     

    FORM OF
TRUST CERTIFICATE

     

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

     

    
      	
              NUMBER:
      R-1           Initial
      Certificate Balance: $40,000,157.75

            
	 
      
	
              HONDA
      AUTO RECEIVABLES 2010-3 OWNER TRUST

            
	 
      
	
              0.00%
      ASSET BACKED CERTIFICATE

            


    

    


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

     

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

     

    THIS
CERTIFIES THAT American Honda Receivables Corp.  is the registered
owner of a 100 percent
nonassessable, fully-paid, undivided interest in the Honda Auto
Receivables 2010-3 Owner Trust (the “Issuer”), formed by American Honda
Receivables Corp., a California corporation (the “Depositor”).

     

    The
Issuer was created pursuant to a Trust Agreement dated as of September 17, 2010,
as amended and restated by an Amended and Restated Trust Agreement dated October
28, 2010 (as amended or supplemented from time to time, the “Trust Agreement”),
between the Depositor and U.S. Bank Trust National Association, as owner trustee
(the “Owner Trustee”); a summary of certain of the pertinent provisions of which
is set forth below.  Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Trust
Agreement.
 

    This Trust Certificate is one of the
duly authorized certificates designated as “Asset Backed Certificates” (the
“Trust Certificates”).  Issued under an Indenture dated as of October
1, 2010 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company
Americas, as indenture trustee, are four classes of Notes designated as “Class
A-1 0.31004% Asset Backed Notes,” “Class A-2 0.53% Asset Backed Notes”, “Class
A-3 0.70% Asset Backed Notes” and “Class A-4 0.94% Asset Backed Notes”
(collectively, the “Notes”).  This Trust Certificate is 

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    issued
under and is subject to terms, provisions and conditions of the Trust Agreement,
to which Trust Agreement the Holder of this Trust Certificate, by virtue of its
acceptance thereof, assents and by which such Holder is bound.  The
property of the Issuer includes, among other things, a pool of retail
installment sale or conditional sale contracts for new and used Honda and Acura
motor vehicles (collectively, the “Receivables”), all monies received on or in
respect of the Receivables on or after October 1, 2010, security interests in
the vehicles financed thereby, certain bank accounts and the proceeds thereof,
proceeds from claims on certain insurance policies and certain other rights
under the Trust Agreement and the Sale and Servicing Agreement and all proceeds
of the foregoing.

     

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

     

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

     

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

     

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

     

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

     

    Unless
the certificate of authentication hereon shall have been executed by an
authorized officer of the Owner Trustee or the authenticating agent, by manual
signature, this Trust 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

     

    Certificate
shall not entitle the Holder hereof to any benefit under the Trust Agreement or
the Sale and Servicing Agreement or be valid for any purpose.

     

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

     

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

     

    
      
        	
                HONDA
      AUTO RECEIVABLES 2010-3 OWNER

                TRUST

              
	 
      
	
                By:

              	
                U.S.
      BANK TRUST NATIONAL

                ASSOCIATION,

                not
      in its individual capacity but solely as

                Owner
      Trustee on behalf of the Trust

              
	 
      	 
      
	
                By:

              	 
      
	 
      	
                Authorized
      Signatory

              


      

    

    


    OWNER
TRUSTEE’S OR AUTHENTICATING AGENT’S CERTIFICATE OF

    AUTHENTICATION

     

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

     

    
      
        	
                U.S.
      BANK TRUST NATIONAL

                ASSOCIATION,

                not
      in its individual capacity but solely as

                Authenticating
      Agent on behalf of the Trust

              	 
      	
                U.S.
      BANK TRUST NATIONAL

                ASSOCIATION,
      not in its individual

                capacity
      but solely as Owner Trustee on

                behalf
      of the Trust

              


      

    

    


    OR

    


    
      
        
          	
                  By:

                	 
      	 
      	
                  By:

                	 
      
	 
      	
                  Authenticating
      Agent

                	 
      	 
      	
                  Authenticating
      Agent

                


        

      

    


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    [REVERSE
OF TRUST CERTIFICATE]

     

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

     

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

     

    As
provided in the Trust Agreement and subject to certain limitations therein set
forth, the transfer of this Trust Certificate is registrable in the Certificate
Register upon surrender of this Trust Certificate for registration of transfer
at the offices or agencies of the Certificate Registrar maintained by the Owner
Trustee, accompanied by a written instrument of transfer in form satisfactory to
the Owner Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney duly authorized in writing, and thereupon one
or more new Trust Certificates evidencing the same original certificate balance
in the Issuer will be issued to the designated transferee.

     

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

     

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

     

    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    

     

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

     

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

     

    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    


    ASSIGNMENT

     

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

                
	 
	
                  PLEASE
      INSERT SOCIAL SECURITY OR

                
	
                  OTHER
      IDENTIFYING NUMBER OF ASSIGNEE

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

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

                


        

      

    

    


    
      
        	
                
                  
                    
                      ·

                    

                  

                

              
	
                Signature
      Guaranteed:

              
	
                                                                                                
      

              


      

    

     

    
      
        

      

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

    


    
      
         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    EXHIBIT
B

     

    FORM OF
TRANSFEROR CERTIFICATE

     

    _______________,
____

     

    
      
        
          	
                  [Seller]

                
	 
	 
      
	 
      
	 
      


        

      

    

    


    U.S. BANK
TRUST NATIONAL ASSOCIATION

    209 South
LaSalle Street, Suite 300

    Chicago,
Illinois 60604

    Attention:
Corporate Trust Services – Honda Auto Receivables 2010-3

     

    
      	
               
      

            	
              Re:

            	
              Honda
      Auto Receivables 2010-3 Owner Trust

            


    

    
      	
               
      

            	
              Asset Backed
      Certificates                       

            


    

     

    Dear
Sirs:

     

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

     

    
      
        	
                Very
      truly yours,

              
	 
      
	
                [NAME
      OF TRANSFEROR]

              
	 
      
	
                By

              	 
      
	 
      	
                Authorized
      Officer

              


      

    

     

    
      
         


      

      
        B-1

        
          

        

      

      
         


      

    

     

    EXHIBIT
C

     

    FORM OF
INVESTMENT LETTER

     

    _______________,
___

     

    
      
        
          	
                  Seller

                
	 
	 
      
	 
      
	 
      


        

      

    

    


    U.S. BANK
TRUST NATIONAL ASSOCIATION

    209 South
LaSalle Street, Suite 300

    Chicago,
Illinois 60604

    Attention:
Corporate Trust Services – Honda Auto Receivables 2010-3

     

    
      	
               
      

            	
              Re:

            	
              Honda
      Auto Receivables 2010-3 Owner Trust

            


    

    
      	
               
      

            	
              Asset Backed
      Certificates                       

            


    

     

    Dear
Sirs:

     

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

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

    complied
with any conditions for transfer set forth in the Amended and Restated Trust
Agreement dated as of October 28, 2010, between American Honda Receivables
Corp., as depositor and U.S. Bank Trust National Association, as Owner
Trustee.

     

    
      
        	
                Very
      truly yours,

              
	 
      
	
                [NAME
      OF TRANSFEROR]

              
	 
      
	
                By

              	 
      
	 
      	
                Authorized
      Officer

              


      

    


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    

     

    EXHIBIT
D

     

    FORM OF
RULE 144A LETTER

     

    _______________,
20__

     

    
      
        
          	
                  Seller

                
	 
	 
      
	 
      
	 
      


        

      

    

    


    U.S. BANK
TRUST NATIONAL ASSOCIATION

    209 South
LaSalle Street, Suite 300

    Chicago,
Illinois 60604

    Attention:
Corporate Trust Services – Honda Auto Receivables 2010-3

    


    
      	
               
      

            	
              Re:

            	
              Honda
      Auto Receivables 2010-3 Owner Trust

            


    

    
      	
               
      

            	
              Asset Backed
      Certificates                       

            


    

     

    Dear
Sirs:

     

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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    being
made in reliance on Rule 144A or (ii) pursuant to another exemption from
registration under the Act.

     

    
      
        	
                Very
      truly yours,

              
	 
      
	
                [NAME
      OF TRANSFEREE]

              
	 
      
	
                By

              	 
      
	 
      	
                Authorized
      Officer