AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE

Exhibit 10.1

      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”).

RECITALS:

      WHEREAS , Honda Auto Receivables 2007-2 Owner Trust (the “Issuer”) and the Prior Trustee entered into an Indenture dated as of June 1, 2007 (the “Indenture”); and

      WHEREAS the Issuer, the Administrator, American Honda Receivables Corp., as depositor (the “Depositor”) and the Prior Trustee entered into an Administration Agreement dated as of June 1, 2007 (the “Administration Agreement”), pursuant to which the Administrator was appointed to perform certain duties of the Issuer; and

      WHEREAS, the Prior Trustee desires to resign as indenture trustee under the Indenture; and

      WHEREAS , the Administrator, on behalf of the Issuer, desires to appoint the Successor Trustee as indenture trustee to succeed the Prior Trustee in its capacity under the Indenture; and

      WHEREAS , the Successor Trustee is willing to accept such appointment as Successor Trustee under the Indenture;

      NOW, THEREFORE , the Administrator, the Prior Trustee and the Successor Trustee, for and in consideration of the premises of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby consent and agree as follows:

ARTICLE I

RESIGNATION OF PRIOR TRUSTEE; APPOINTMENT OF SUCCESSOR TRUSTEE

      SECTION 1.01

     (a) Pursuant to Section 6.08 of the Indenture, the Prior Trustee hereby resigns as trustee under the Indenture.

     (b) The Prior Trustee and the Successor Trustee agree that they will cooperate in sending all required notices related to this Agreement, including but not limited to the notice requirements with respect to a registered transfer agent under Rule 17Ad-16 of the Securities and Exchange Act of 1934, as amended. The parties contemplate sending all such required notices on or before June (30), 2009. The parties agree that the Prior Trustee’s resignation shall become effective on the opening of business on the 10 ^th calendar day following the date upon which such notices were actually sent (the “Effective Date”) (currently contemplated to be July (10), 2009).

     (c) The Prior Trustee acknowledges that such resignation shall not become effective until the later of (i) the opening of business on the first business day following the date upon which the Prior Trustee receives a fully executed counterpart of this Tri-Party Agreement and all of the conditions set forth in Section 1.05 hereof have been satisfied or waived by the Successor Trustee or (ii) 11:59:59 p.m. (New York time) on July 10, 2009 (the “Effective Date”).

     (d) The Prior Trustee hereby acknowledges and agrees that until the Effective Date, it shall continue to serve as indenture trustee under the Indenture and to have all the rights, powers and duties associated therewith.

      SECTION 1.02 The Prior Trustee hereby assigns, transfers, delivers and confirms to the Successor Trustee on and after the Effective Date all of its rights, powers and duties as indenture trustee under the Indenture and in and to the Collateral and the trust assets, including, without limitation, the Collection Account, the Note Distribution Account, the Reserve Fund, the Yield Supplement Account, and the Payahead Account. The Prior Trustee shall execute and deliver such further instruments and shall do such other things as the Successor Trustee may reasonably require so as to more fully and certainly vest and confirm in the Successor Trustee all the rights, powers and duties hereby assigned, transferred, delivered and confirmed to the Successor Trustee as Indenture Trustee.

      SECTION 1.03 The Prior Trustee hereby represents and warrants to the Successor Trustee and the Administrator that:

     (a) No covenant or condition contained in the Indenture has been waived by the Prior Trustee.

     (b) There is no action, suit or proceeding pending or, to the best of the knowledge of any responsible officer of the Prior Trustee, threatened against the Prior Trustee before any court or any governmental authority arising out of any action or omission by the Prior Trustee as Indenture Trustee under the Indenture.

     (c) As of the Effective Date, the Prior Trustee will hold no property under the Indenture.

     (d) Each person who so executed the Notes was duly elected, qualified and acting as an officer of the Prior Trustee as indenture trustee and empowered to execute the Notes at the respective times of such execution, and the signature of such person or persons appearing on such Note is each such person’s genuine signature.

     (e) This Tri-Party Agreement has been duly authorized, executed and delivered on behalf of the Prior Trustee and constitutes its legal, valid and binding obligation.

     (f) To the best of the knowledge of the responsible officers of the Prior Trustee, no event has occurred and is continuing which is, or after notice or lapse of time would become, an event of default under Section 5.01 of the Indenture.

      SECTION 1.04 The Prior Trustee shall retain continued responsibility and liability for its actions and omissions as indenture trustee under the Indenture prior to the Effective Date (“Prior Acts”). In no event shall the Prior Trustee have any liability as a result of the acts or omissions of the Successor Trustee. In no event shall the Successor Trustee have any liability as the result of the acts or omissions (including any Prior Acts) of the Prior Trustee. The Administrator (on behalf of the Issuer) acknowledges its obligation set forth in Section 6.07 of the Indenture to indemnify the Prior Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of the trust and the performance of the Prior Trustee’s duties thereunder not resulting from the Prior Trustee’s willful misconduct, negligence or bad faith. Such indemnities survive the resignation or removal of the Prior Trustee or the termination of the Indenture.

      SECTION 1.05 The Prior Trustee hereby agrees to transfer the following items to the Successor Trustee on or before the Effective Date: