0000950123-09-008745 Sample Contracts

AMERICAN HONDA RECEIVABLES CORP., as Depositor, CITIBANK, N.A., as Owner Trustee and CITIGROUP TRUST-DELAWARE, NATIONAL ASSOCIATION, as Delaware Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated May 12, 2009
Trust Agreement • May 13th, 2009 • Honda Auto Receivables 2009-2 Owner Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated May 12, 2009, is between American Honda Receivables Corp., a California corporation, as depositor (the “Depositor”), Citibank, N.A., as owner trustee (the “Owner Trustee”) and Citigroup Trust-Delaware, National Association, as Delaware trustee (the “Delaware Trustee”).

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HONDA AUTO RECEIVABLES 2009-2 OWNER TRUST, as Issuer, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee INDENTURE Dated as of May 1, 2009
Honda Auto Receivables 2009-2 Owner Trust • May 13th, 2009 • Asset-backed securities • New York

This Indenture, dated as of May 1, 2009, is between Honda Auto Receivables 2009-2 Owner Trust, a Delaware statutory trust (the “Issuer”), and Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”).

AMERICAN HONDA RECEIVABLES CORP., as Seller, HONDA AUTO RECEIVABLES 2009-2 OWNER TRUST, as Initial Secured Party, AMERICAN HONDA FINANCE CORPORATION, as Servicer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Indenture Trustee, as Assignee-Secured Party,...
Control Agreement • May 13th, 2009 • Honda Auto Receivables 2009-2 Owner Trust • Asset-backed securities • New York

This Control Agreement, dated as of May 1, 2009 (this “Agreement”), is among American Honda Receivables Corp. (the “Seller”), Honda Auto Receivables 2009-2 Owner Trust (the “Initial Secured Party”), American Honda Finance Corporation (the “Servicer”), Deutsche Bank Trust Company Americas, as indenture trustee (the “Assignee-Secured Party”), and Deutsche Bank Trust Company Americas, as securities intermediary (the “Securities Intermediary”).

HONDA AUTO RECEIVABLES 2009-2 OWNER TRUST $351,000,000 1.31785% ASSET BACKED NOTES, CLASS A-1 $400,000,000 2.22% ASSET BACKED NOTES, CLASS A-2 $520,000,000 2.79% ASSET BACKED NOTES, CLASS A-3 $229,000,000 4.43% ASSET BACKED NOTES, CLASS A-4 AMERICAN...
Underwriting Agreement • May 13th, 2009 • Honda Auto Receivables 2009-2 Owner Trust • Asset-backed securities

The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (the “Receivables”) and certain monies due thereunder on or after May 1, 2009 (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by American Honda Finance Corporation (“AHFC” or, in its capacity as servicer, the “Servicer”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, to be dated as of May 1, 2009 (the “Sale and Servicing Agreement”), by and among the Trust, the Company and the Servicer or, if not defined therein, in the Indenture, the Trust Agreement or the Receivables Purchase Agreement, to be dated as of May 1, 2009 between AHFC and the Company (the “Receivables Purchase Agreement”), as the case may be. As used herein, “Basic Documents” shall have the meaning specified in the S

AMERICAN HONDA FINANCE CORPORATION, as Seller, and AMERICAN HONDA RECEIVABLES CORP., as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated as of May 1, 2009
Receivables Purchase Agreement • May 13th, 2009 • Honda Auto Receivables 2009-2 Owner Trust • Asset-backed securities • New York

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

HONDA AUTO RECEIVABLES 2009-2 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 May 1, 2009
Sale and Servicing Agreement • May 13th, 2009 • Honda Auto Receivables 2009-2 Owner Trust • Asset-backed securities • New York

This Sale and Servicing Agreement, dated as of May 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 2009-2 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

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