CONTROL AGREEMENT

Execution Copy

AMERICAN HONDA RECEIVABLES CORP.,
as Seller,

HONDA AUTO RECEIVABLES 2005-6 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 Securities Intermediary

TABLE OF CONTENTS

Page

ARTICLE ONE
DEFINITIONS

Section 1.01.

General Definitions

1

Section 1.02.

Incorporation of UCC by Reference

2

ARTICLE TWO
ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

Section 2.01.

Establishment of Securities Accounts

2

Section 2.02.

“Financial Assets” Election

3

Section 2.03.

Entitlement Orders

3

Section 2.04.

Subordination of Lien, Waiver of Set-Off

3

Section 2.05.

Notice of Adverse Claims

3

ARTICLE THREE
REPRESENTATIONS, WARRANTIES AND COVENANTSOF THE SECURITIES INTERMEDIARY

Section 3.01.

Representations, Warranties and Covenants of the Securities Intermediary

4

Section 3.02.

Duties and Liabilities of the Securities Intermediary Generally.

4

ARTICLE FOUR
MISCELLANEOUS

Section 4.01.

Choice of Law

5

Section 4.02.

Conflict with other Agreements

6

Section 4.03.

Amendments

6

Section 4.04.

Successors

6

Section 4.05.

Notices

6

Section 4.06.

Termination

6

Section 4.07.

Counterparts

6

Section 4.08.

Limitation of Liability of Owner Trustee

7

Section 4.09.

Rights of the Indenture Trustee

7

 

 

This Control Agreement, dated as of December 1, 2005 (this “Agreement”), is among American Honda Receivables Corp. (the “Seller”), Honda Auto Receivables 2005-6 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”).

RECITALS

WHEREAS, pursuant to the Sale and Servicing Agreement, the Seller has transferred to the Initial Secured Party, investment property consisting of Securities Accounts (hereinafter defined), related securities entitlements and the financial assets and other investment property from time to time included therein (collectively, the “Investment Property”).

WHEREAS, the Initial Secured Party has pledged and assigned its rights in the Investment Property to the Assignee-Secured Party pursuant to the Indenture to secure payment of the Notes;

WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to the Investment Property shall be transferred back to the Initial Secured Party;

WHEREAS, the parties hereto desire (i) that the security interest of the Assignee-Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the UCC and (ii) to make provision for the perfection in a similar manner of the Initial Secured Party’s security interest following release of the lien of the Indenture.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01.

General Definitions.  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

“Agreement” has the meaning set forth in the Preamble.

“Assignee-Secured Party” has the meaning set forth in the Preamble.

“Entitlement Holder” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary with respect to such financial asset.

“Indenture” means the Indenture, dated as of December 1, 2005, between the Initial-Secured Party and the Assignee-Secured Party.

“Initial Secured Party” has the meaning set forth in the Preamble.

“Notes” has the meaning set forth in the Indenture.