**Exhibit 99.2**

 

ANNUAL SERVICER’SCERTIFICATE

YAMAHA MOTOR CORPORATION,U.S.A.

----

 

YAMAHA MOTOR MASTER TRUST

----

 

                                Theundersigned, duly authorized representative of Yamaha Motor Corporation, U.S.A.(“*Yamaha*”), as Servicer pursuant to theAmended and Restated Master Pooling and Servicing Agreement, dated as of May 1,1999 (as amended, the “*Pooling and ServicingAgreement*”), by and among Yamaha, as Servicer, Yamaha MotorReceivables Corporation, as Transferor (the “*Transferor*”)and JPMorgan Chase Bank N.A. formerly known as The Chase Manhattan Bank(successor to The Fuji Bank and Trust Company), as trustee (in such capacitythe “*Trustee*”), does hereby certify to thebest of his or her knowledge after reasonable investigation that:

 

1.                             Yamahais, as of the date hereof, the Servicer under the Pooling and ServicingAgreement.  Effective April 1, 2004 Yamahaand the transferor, changed its year end from March 31 to December 31.  Capitalized terms used in this Certificatehave their respective meanings set forth in the Pooling and ServicingAgreement.

 

2.                             Theundersigned is duly authorized pursuant to the Pooling and Servicing Agreementto execute and deliver this certificate to the Trustee.

 

3.                             Thiscertificate is delivered pursuant to Section 3.5 of the Pooling and ServicingAgreement.

 

4.                             Areview of the activities of the Servicer during the period from April 1, 2004through December 31, 2004 and of its performance under the Pooling andServicing Agreement was conducted under my supervision.

 

5.                             Basedon such review, the Servicer has, to the best of my knowledge, fully performedall its obligations under the Pooling and Servicing Agreement throughout suchnine month period and no event which, with the giving of notice or passage oftime or both, would constitute a Servicer Default has occurred except as setforth in paragraph 6 below.  We do notethat during our review we discovered 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 a periodicbasis were instead deposited in the Collection Account on the Class A and ClassB Expected final Payment Dates for the 1999 Certificates.  The 1999 Certificates were paid in full onthe Expected Final Payment Dates prior to such discovery.  The deposit of such amounts in the CollectionAccount in full on the Class A and Class B Expected Final Payment Dates doesnot result in any change to present or future amounts owed or owing toCertificateholders and is not expected to have a material effect on any partyto the transaction.

 

6.                             Thefollowing is a description of each Servicer Default in the performance of theServicer’s obligations or Early Amortization Event under the provisions of thePooling and Servicing Agreement known to me to have occurred during the periodfrom April 1, 2004 through December 31, 2004, which sets forth in detail the(i) nature of each such Servicer Default or Early Amortization Event, (ii) theaction taken by the Servicer, if any, to remedy each such Servicer Default orEarly Amortization Event and (iii) the current status of each such default:** **NONE

 

 

 

----

 

                                INWITNESS WHEREOF, the undersigned has duly executed this Certificate thisFebruary 28, 2005.

 

 

 
|   | YAMAHA MOTOR  CORPORATION, U.S.A., |
|--------|------------------------------------|
|   | as Servicer                        |   |
|   |                               |   |
|   |                               |   |
|   | By:                                | /S/ |
|   | Name:                              | Russell D. Jura |
|   | Title:                             | Senior Vice President |
|        |                                    |  |  |  |

 

 

 

----