Honda Auto Receivables 2009-3 Owner Trust Sample Contracts

HONDA AUTO RECEIVABLES 2009-3 OWNER TRUST, as Issuer, and CITIBANK, N.A., as Indenture Trustee INDENTURE Dated as of July 1, 2009
Honda Auto Receivables 2009-3 Owner Trust • July 14th, 2009 • Asset-backed securities • New York

This Indenture, dated as of July 1, 2009, is between Honda Auto Receivables 2009-3 Owner Trust, a Delaware statutory trust (the “Issuer”), and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).

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AMERICAN HONDA RECEIVABLES CORP., as Depositor, UNION BANK, N.A., as Owner Trustee and U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated July 14, 2009
Trust Agreement • July 14th, 2009 • Honda Auto Receivables 2009-3 Owner Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated July 14, 2009, is between American Honda Receivables Corp., a California corporation, as depositor (the “Depositor”), Union Bank, N.A., as owner trustee (the “Owner Trustee”) and U.S. Bank Trust National Association, as Delaware trustee (the “Delaware Trustee”).

HONDA AUTO RECEIVABLES 2009-3 OWNER TRUST $495,000,000 0.75435% ASSET BACKED NOTES, CLASS A-1 $414,000,000 1.50% ASSET BACKED NOTES, CLASS A-2 $725,000,000 2.31% ASSET BACKED NOTES, CLASS A-3 $193,000,000 3.30% ASSET BACKED NOTES, CLASS A-4 AMERICAN...
Underwriting Agreement • July 14th, 2009 • Honda Auto Receivables 2009-3 Owner Trust • Asset-backed securities • New York

Banc of America Securities LLC As a Representative of the Several Underwriters Hearst Tower 214 North Tryon Street Charlotte, North Carolina 28255

AMERICAN HONDA RECEIVABLES CORP., as Seller, HONDA AUTO RECEIVABLES 2009-3 OWNER TRUST, as Initial Secured Party, AMERICAN HONDA FINANCE CORPORATION, as Servicer CITIBANK, N.A., as Indenture Trustee, as Assignee-Secured Party, and CITIBANK, N.A., as...
Control Agreement • July 14th, 2009 • Honda Auto Receivables 2009-3 Owner Trust • Asset-backed securities • New York

This Control Agreement, dated as of July 1, 2009 (this “Agreement”), is among American Honda Receivables Corp. (the “Seller”), Honda Auto Receivables 2009-3 Owner Trust (the “Initial Secured Party”), American Honda Finance Corporation (the “Servicer”), Citibank, N.A., as indenture trustee (the “Assignee-Secured Party”), and Citibank, N.A., as securities intermediary (the “Securities Intermediary”).

HONDA AUTO RECEIVABLES 2009-3 OWNER TRUST, as Issuer, AMERICAN HONDA RECEIVABLES CORP., as Seller, And AMERICAN HONDA FINANCE CORPORATION, as Servicer and Sponsor SALE AND SERVICING AGREEMENT Dated as of July 1, 2009
Sale and Servicing Agreement • July 14th, 2009 • Honda Auto Receivables 2009-3 Owner Trust • Asset-backed securities • New York

This Sale and Servicing Agreement, dated as of July 1, 2009, is among American Honda Receivables Corp., a California corporation (“AHRC” or, in its capacity as Seller, the “Seller”), American Honda Finance Corporation, a California corporation (“AHFC” or, in its capacity as Servicer, the “Servicer”), and Honda Auto Receivables 2009-3 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

AMERICAN HONDA FINANCE CORPORATION, as Seller, and AMERICAN HONDA RECEIVABLES CORP., as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of July 1, 2009
Receivables Purchase Agreement • July 14th, 2009 • Honda Auto Receivables 2009-3 Owner Trust • Asset-backed securities • New York

This Receivables Purchase Agreement, dated as of July 1, 2009, is between American Honda Finance Corporation, a California corporation, as seller, and American Honda Receivables Corp., a California corporation, as purchaser.

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