0000950123-09-022085 Sample Contracts

AMENDMENT NO. 1 TO CONTROL AGREEMENT
Control Agreement • July 14th, 2009 • Honda Auto Receivables 2007-2 Owner Trust • Asset-backed securities • New York

Amendment No. 1 dated as of July 10, 2009 (this “Amendment”), by and among AMERICAN HONDA RECEIVABLES CORP. (the “Seller”), HONDA AUTO RECEIVABLES 2007-2 OWNER TRUST, (the “Initial Secured Party”), AMERICAN HONDA FINANCE CORPORATION (the “Servicer”), UNION BANK, N.A. (formerly UNION BANK OF CALIFORNIA, N.A.), the indenture trustee, assignee-secured party and securities intermediary (the “Prior Trustee”) and U.S. BANK NATIONAL ASSOCIATION as successor to the Trustee (the “Successor Trustee”).

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Agreement of Resignation, Appointment and Acceptance • July 14th, 2009 • Honda Auto Receivables 2007-2 Owner Trust • Asset-backed securities • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Tri-Party Agreement”), dated as of July 10, 2009, by and among AMERICAN HONDA FINANCE CORPORATION (the “Administrator”), UNION BANK, N.A. (formerly UNION BANK OF CALIFORNIA, N.A.) (the “Prior Trustee”), and U.S. BANK NATIONAL ASSOCIATION (the “Successor Trustee”).

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