**Exhibit99.4**

 

 

 

### **Management’sReport on Yamaha Motor Corporation, U.S.A.’s Compliance withSpecified Minimum Servicing Standards**

****

 

Management of Yamaha Motor Corporation, U.S.A. is responsible for thespecified minimum servicing standards identified in Exhibit A (“the specifiedminimum servicing standards”) under the requirements of Article III, Article IVand Section 8.8 of the Amended and Restated Master Pooling and ServicingAgreement dated as of May 1, 1999 (as amended, the “*Pooling andServicing Agreement*”) and the related Supplements to the Pooling andServicing Agreement, among Yamaha Motor Corporation, U.S.A., Yamaha MotorReceivables Corporation (the “*Transferor*”)and JPMorgan Chase Bank N.A., as trustee.

Management has performed an evaluation of Yamaha Motor Corporation, U.S.A.’scompliance with the specified minimum servicing standards for the period fromApril 1, 2004 through December 31, 2004.  Based upon this evaluation, management believes that Yamaha MotorCorporation, U.S.A., has complied, in all material respects, with the specifiedminimum servicing standards for the period from April 1, 2004 through December31, 2004, except as described below.

 

The specified minimum servicing standardsrequire Yamaha to deposit on a periodic basis as specified in Exhibit 111(b)& (c) , however we determined that during the Controlled AccumulationPeriod and the Rapid Accumulation Period for the Series 1999-1 Certificates(the “*1999 Certificates*”) certain amounts thatshould have been deposited in the related Principal Funding Account on aperiodic basis were instead deposited in the Collection Account on the Class Aand Class B Expected Final Payment Dates for the 1999 Certificates.  The 1999 Certificates were paid in full onthe Expected Final Payment Dates prior to such discovery.  We believe the deposit of such amounts in theCollection Account in full on the Class A and Class B Expected Final PaymentDates does not result in any change to present or future amounts owed or owingto Certificateholders and is not expected to have a material effect on anyparty to the transaction.

 

 
|                                             |
|--------------------------------------------------|
| /S/ Takuya Watanabe                              |
| Senior Vice President  & Secretary/Treasurer |
| February 28, 2005                                |
|                                             |
|                                             |
| /S/ Russell Jura                                 |
| Senior Vice President                            |
| February 28, 2005                                |

 

 

----

 

**EXHIBIT A****TO MANAGEMENT’S REPORT**

 

**YAMAHA MOTOR CORPORATION, U.S.A.**

**SpecifiedMinimum Servicing Standards relating to the Yamaha Motor Master Trust**

 

 

 

Management Yamaha identified the followingminimum servicing standards which, in management's opinion, satisfy theservicing requirements under Article III, Article IV and Section 8.8 of theAmended and Restated Master Pooling and Servicing Agreement dated as of May 1,1994 and the related supplements to the Pooling and Servicing Agreement, amongYamaha Motor Corporation, U.S.A., Yamaha Motor Receivable Corporation andJPMorgan Chase Bank, N.A.

 

I.              ServicingAgreement and Floorplan Financing Guidelines

 

                A.                                   Yamaha MotorCorporation, U.S.A. (“*Yamaha*”) shallensure that GE Commercial Distribution Finance Corporation (“*GECDF*”) has furnished an Annual Subservicer Certificateunder the Servicing Agreement, dated as of March 1, 1994, between Yamaha andGECDF (as amended, the “*Servicing Agreement*”)throughout such period.

                B.                                     Yamaha shalladjust downward the amount of any receivable only in accordance with theFloorplan Financing Guidelines and the Amended and Restated Master Pooling andServicing Agreement, dated as of May 1, 1999 (as amended, the *“Pooling and Servicing Agreement”*), among Yamaha, asservicer, Yamaha Motor Receivables Corporation, as transferor, and JPMorganChase Bank N.A., as trustee.

 

II.            BankAccounts

 

                A.                                   Each of theCollection Account, the Special Funding Account, any Capitalized InterestAccount, any Principal Funding Account, and any Servicer Cash CollateralAccount (collectively, the *“Required Accounts”*)shall:

 

                                                                i.                                          be either (a) asegregated account at an eligible institution or (b) a segregated trust accountwith the corporate trust department  andshall have a credit rating from S&P and Moodys in one of its generic creditrating categories which signifies investment grade;

 

                                                                ii.                                       be establishedfor the benefit of the certificateholders and maintained in the name of thetrustee, on behalf of the certificateholders;

 

                                                                iii.                                    maintain abalance as required in the Pooling and Servicing Agreement and the relatedseries supplement; and

 

                                                                iv.                                   if required bythe Pooling and Servicing Agreement deposit all amounts paid by the dealersunder the Floorplan Financing Agreements into the Collection Account.

 

                B.                                     Reconciliationsshall be prepared on a monthly basis for each Required Account.  These reconciliations shall:

 

                                                                i.                                          bemathematically accurate;

                                                                ii.                                       be preparedwithin fifteen (15) calendar days after the close of the month;

                                                                iii.                                    be reviewed andapproved by someone other than the person who prepared the reconciliation; and

 

----

 

iv.                                   provideexplanations for reconciling items which shall be resolved within sixty (60)calendar days of identification.

 

 

III.           Allocationand Application of Collections and Disbursements

 

                Yamahashall allocate and apply Collections in accordance with the Pooling andServicing Agreement and the series supplements. To the extent required by thePooling and Servicing Agreement and the series supplements:

 

A.                                   Monthly, shalldeposit the amount reported as Interest Paid on the Servicer Certificate, intothe Collection Account.

B.                                     During theControlled Accumulation Period for a series the Servicer shall depositcollections into the related Principal Funding Account no later than two (2)Business Days following the date of processing until the sum of all suchdeposits equals the Controlled Deposit Amount.

C.                                     During theRapid Accumulation Period for a series the Servicer shall deposit collectionsinto the related Principal Funding Account no later than two (2) Business Daysfollowing the date of processing until the sum of all such deposits equals theRapid Deposit Amount.

D.                                    Disbursementsshall be made in accordance with the Pooling and Servicing Agreement andrelated series supplements.

E.                                      Disbursementsmade via wire transfer shall be made only by authorized personnel.

F.                                      Amountsremitted to investors shall agree with the amounts reported in the applicablemonthly servicer’s report.

G.                                     Monthly shallcalculate the servicer fee in accordance with the Pooling and ServicingAgreement and the series supplements.

 

IV.           FidelityBond for Subservicer

 

                IfYamaha delegates its servicing responsibilities to any person other than GECDF,a fidelity bond and errors and omissions policy shall be in effect on suchperson in accordance with the Pooling and Servicing Agreement.

 

V.            Reportsand Records for the Trustee

 

                A.                                   Yamaha shallprepare and timely deliver monthly servicer reports providing the informationrequired by Section 3.4(c) of the Pooling and Servicing Agreement.  Such reports shall:

i.                                          be reviewed andsigned by authorized personnel;

ii.                                       bemathematically correct.

 

                B.                                     If deposits ofCollections are required to be made daily, Yamaha shall prepare a daily reportof the aggregate amount of Collections processed by Yamaha on the immediatelypreceding business day.  Such reports, ifany, shall be reviewed and signed by authorized personnel.

 

----