Exhibit 10.4


 


EXECUTION COPY


 


AMERICAN HONDA RECEIVABLES LLC,

as Depositor,


 


THE BANK OF NEW YORK MELLON,

as Owner Trustee


 


and


 


BNY MELLON TRUST OF DELAWARE,

as Delaware Trustee 


 


 






 


AMENDED AND RESTATED

TRUST AGREEMENT


 


Dated November 28, 2018 


 


 






 




     


     


    

 


TABLE OF CONTENTS








	 	 	Page
	 	 	 
	 	ARTICLE One	 
	 	DEFINITIONS	 
	Section 1.01.	General Definitions	1
	Section 1.02.	Other Definitional Provisions	1
	Section 1.03.	Interpretive Provisions	1
	 	ARTICLE Two	 
	 	ORGANIZATION	 
	Section 2.01.	Name	2
	Section 2.02.	Office	2
	Section 2.03.	Purposes and Powers	2
	Section 2.04.	Appointment of Owner Trustee and the Delaware Trustee	3
	Section 2.05.	Initial Capital Contribution of Owner Trust Estate	3
	Section 2.06.	Declaration of Trust	3
	Section 2.07.	Liability of Certificateholders	3
	Section 2.08.	Title to Trust Property	3
	Section 2.09.	Situs of Issuer	4
	Section 2.10.	Representations and Warranties of the Depositor	4
	 	ARTICLE Three	 
	 	TRUST CERTIFICATES AND TRANSFER OF INTERESTS	 
	Section 3.01.	Initial Ownership	5
	Section 3.02.	The Trust Certificates	5
	Section 3.03.	Authentication and Delivery of Trust Certificates	6
	Section 3.04.	Registration of Transfer and Exchange of Trust Certificates	6
	Section 3.05.	Mutilated, Destroyed, Lost or Stolen Trust Certificates	8
	Section 3.06.	Persons Deemed Certificateholders	8
	Section 3.07.	Access to List of Certificateholders’ Names and Addresses	9
	Section 3.08.	Maintenance of Office or Agency	9
	Section 3.09.	Appointment of Paying Agent	9
	Section 3.10.	Definitive Trust Certificates	10
	Section 3.11.	Repayment of Trust Certificates	10
	 	ARTICLE Four	 
	 	ACTIONS BY OWNER TRUSTEE	 
	Section 4.01.	Prior Notice to Certificateholders with Respect to Certain Matters	10








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	Section 4.02.	Action by Certificateholders with Respect to Certain Matters	11
	Section 4.03.	Action by Certificateholders with Respect to Bankruptcy	11
	Section 4.04.	Restrictions on Certificateholders’ Power	11
	Section 4.05.	Majority Control	11
	 	
        ARTICLE
Five
	 
	 	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	 
	Section 5.01.	Establishment of Trust Account	11
	Section 5.02.	Application of Trust Funds	12
	Section 5.03.	Method of Payment	12
	Section 5.04.	No Segregation of Monies; No Interest	12
	Section 5.05.	Accounting and Reports to Certificateholders, Internal Revenue Service and Others	13
	Section 5.06.	Audit Procedure	14
	 	ARTICLE Six	 
	 	AUTHORITY AND DUTIES OF OWNER TRUSTEE	 
	Section 6.01.	General Authority	15
	Section 6.02.	General Duties	15
	Section 6.03.	Action Upon Instruction	15
	Section 6.04.	No Duties Except as Specified in this Agreement or in Instructions	16
	Section 6.05.	No Action Except Under Specified Documents or Instructions	16
	Section 6.06.	Restrictions	16
	Section 6.07.	Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	17
	 	
        ARTICLE
Seven
	 
	 	CONCERNING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE	 
	Section 7.01.	Acceptance of Trusts and Duties	17
	Section 7.02.	Furnishing of Documents	19
	Section 7.03.	Representations and Warranties of the Owner Trustee and the Delaware Trustee	19
	Section 7.04.	Reliance, Advice of Counsel	21
	Section 7.05.	Not Acting in Individual Capacity	21
	Section 7.06.	Owner Trustee and Delaware Trustee Not Liable for Trust Certificates or Receivables	22
	Section 7.07.	Owner Trustee or Delaware Trustee May Own Trust Certificates and Notes	22





 



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	Section
    7.08.	Duties of the Delaware Trustee	22
	 	ARTICLE Eight	 
	 	compensation
    of owner trustee and the delaware trustee	 
	Section 8.01.	Owner Trustee’s and Delaware Trustee’s
    Fees and Expenses	23
	Section 8.02.	Indemnification	23
	Section 8.03.	Payments to the Owner Trustee and to the Delaware
    Trustee	23
	 	ARTICLE Nine	 
	 	TERMINATION OF TRUST AGREEMENT	 
	Section 9.01.	Termination of Trust Agreement	24
	 	ARTICLE
    Ten	 
	 	SUCCESSOR
    AND ADDITIONAL OWNER TRUSTEES	 
	Section 10.01.	Eligibility Requirements for Owner Trustee and
    Delaware Trustee	25
	Section 10.02.	Resignation or Removal of Owner Trustee or Delaware
    Trustee	25
	Section 10.03.	Successor Owner Trustee or Delaware Trustee	26
	Section 10.04.	Merger or Consolidation of Owner Trustee or
    Delaware Trustee	27
	Section 10.05.	Appointment of Co-Trustee or Separate Trustee	27
	 	ARTICLE
    Eleven	 
	 	MISCELLANEOUS	 
	Section 11.01.	Amendments	28
	Section 11.02.	No Legal Title to the Owner Trust Estate for
    the Certificateholder	30
	Section 11.03.	Limitations on Rights of Others	30
	Section 11.04.	Notices	30
	Section 11.05.	Severability	31
	Section 11.06.	Separate Counterparts	31
	Section 11.07.	Successors and Assigns	31
	Section 11.08.	No Petition	31
	Section 11.09.	No Recourse	31
	Section 11.10.	Headings	31
	Section 11.11.	Governing Law; Submission to Jurisdiction	31
	Section 11.12.	Trust Certificates Nonassessable and Fully Paid	32
	Section 11.13.	Depositor Payment Obligation	32
	Section 11.14.	Tax Treatment	32
	Section 11.15.	Waiver of Jury Trial	32
	Section 11.16.	Communications with Rating Agencies	32









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	EXHIBITS	 
	 	 
	Exhibit A - Form of Trust Certificate	A-1
	 	 
	Exhibit B - Form of Seller Certificate	B-1
	 	 
	Exhibit C - Form of Investment Letter	C-1
	 	 
	Exhibit D - Form of Rule 144A Letter	D-1
	 	 
	Exhibit E - Form of Monthly 15Ga-1 Report	E-1













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This Amended and Restated Trust Agreement
(the “Agreement”), dated November 28, 2018 is among American Honda Receivables LLC, a Delaware limited
liability company, as depositor (the “Depositor”), The Bank of New York Mellon, a New York banking corporation,
as owner trustee (the “Owner Trustee”), and BNY Mellon Trust of Delaware, a Delaware banking corporation, as
Delaware trustee (the “Delaware Trustee”);


 


The parties to this Agreement wish to amend
and restate in its entirety the original trust agreement (the “Initial Trust Agreement”), dated as of October
2, 2018, among the Depositor, the Owner Trustee and the Delaware Trustee.


 


ARTICLE
One



DEFINITIONS


 


Section 1.01. General Definitions.
Whenever used herein, unless the context otherwise requires, defined terms shall have the meanings set forth in the Sale and Servicing
Agreement.


 


Section 1.02. Other Definitional Provisions.
All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.


 


Section 1.03. Interpretive Provisions.


 


(a)          For
all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used
herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to words such as “herein”,
“hereof” and the like shall refer to this Agreement as a whole and not to any particular part, article or section within
this Agreement, (iii) references to a section such as “Section 1.01” and the like shall refer to the applicable Section
of this Agreement, (iv) the term “include”, and all variations thereof shall mean “include without limitation”,
(v) the term “or” shall include “and/or” and (vi) the term “proceeds” shall have the meaning
set forth in the applicable UCC.


 


(b)          As
used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement
or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles. To the extent that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles,
the definitions contained in this Agreement or in any such certificate or other document shall control.


 




     


     


    

 


ARTICLE
Two



ORGANIZATION


 


Section 2.01. Name. The trust created hereby shall
be known as the “Honda Auto Receivables 2018-4 Owner Trust”, in which name the Owner Trustee may conduct the business
of the Issuer, make and execute contracts and other instruments and sue and be sued, to the extent herein provided.


 


Section 2.02. Office. The Delaware
office of the Issuer shall be in care of the Delaware Trustee at the address set forth on Schedule A to the Sale and Servicing
Agreement, or at such other address in the State of Delaware as the Delaware Trustee may designate by written notice to the Certificateholders
and the Depositor. The New York, New York office of the Issuer shall be in care of the Owner Trustee at its Corporate Trust Office
or at such other address in New York as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.


 


Section 2.03. Purposes and Powers.


 


(a)          The
sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the
use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities:


 


(i)          to
issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes and the Trust
Certificates;


 


(ii)         with
the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the
Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to
the Depositor pursuant to the Sale and Servicing Agreement;


 


(iii)        to
assign, grant, transfer, pledge and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute
to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the
Lien of, and remitted to the Trust pursuant to, the Indenture;


 


(iv)        to
enter into and perform its obligations under the Basic Documents to which it is to be a party;


 


(v)         to
engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental
thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative
instruments; and


 


(vi)        subject
to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of
the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders.


 


(b)          The
Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception
of the Notes), other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement
or the other Basic Documents.


 




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Section 2.04. Appointment of Owner Trustee
and the Delaware Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date
hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. The
Depositor hereby appoints the Delaware Trustee as a trustee of the Issuer effective as of the date hereof, for the sole purpose
of satisfying Section 3807(a) of the Statutory Trust Statute, and the Delaware Trustee hereby accepts such appointment. The Owner
Trustee may engage, in the name of the Issuer or in its own name on behalf of the Issuer, in the activities of the Issuer, make
and execute contracts on behalf of the Issuer and sue on behalf of the Issuer.


 


Section 2.05. Expenses. The Depositor
shall pay organizational expenses of the Issuer as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse
the Owner Trustee for any such expenses paid by the Owner Trustee.


 


Section 2.06. Declaration of Trust.
The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth
herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for
the use and benefit of the Certificateholders, subject to the obligations of the Issuer under the Basic Documents. It is the intention
of the parties hereto that the Issuer constitute a statutory trust under the Statutory Trust Statute and that this Agreement constitute
the governing instrument of such statutory trust. It is the intention of the parties hereto that, solely for income and franchise
tax purposes, (i) so long as there is a sole Certificateholder, the Issuer shall be disregarded as an entity separate from the
owner, with the assets of the Issuer being the Receivables and other assets held by the Issuer, the owner of the Receivables being
the sole Certificateholder and the Notes being non-recourse debt of the sole Certificateholder and (ii) if there is more than one
Certificateholder, the Issuer shall be treated as a partnership for income and franchise tax purposes, with the assets of the partnership
being the Receivables and other assets held by the Issuer and with the partners of the partnership being the Certificateholders
and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities,
the Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization
of the Issuer as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Statutory Trust Statute for the sole purpose and to the extent necessary
to accomplish the purpose of the Issuer as set forth in Section 2.03(a).


 


Section 2.07. Liability of Certificateholders.
The Certificateholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations
for profit organized under the general corporation law of the State of Delaware.


 


Section 2.08. Title to Trust Property.
Legal title to the Owner Trust Estate shall be vested at all times in the Issuer as a separate legal entity except where applicable
law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case
title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.


 




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Section 2.09. Situs of Issuer. The
Issuer will be located in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Issuer shall
be located in the states of Delaware or New York. The Issuer shall not have any employees in any state other than Delaware; provided,
however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of
Delaware. Payments will be received by the Issuer only in, and payments will be made by the Issuer only from, the states of Delaware
or New York. The Issuer’s principal offices will be at the Corporate Trust Office of the Owner Trustee and at the office
of the Delaware Trustee, located at the address set forth on Schedule A to the Sale and Servicing Agreement.


 


Section 2.10. Representations and Warranties
of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and Delaware Trustee that:


 


(a)          The
Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the
State of Delaware, and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables
and to perform its obligations under and consummate the transactions contemplated by the Basic Documents.


 


(b)          The
Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary
licenses and approvals, in each jurisdiction where any such failure to do so would materially and adversely affect the Depositor’s
ability to perform its obligations under and consummate the transactions contemplated by the Basic Documents.


 


(c)          The
Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full
power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee as part of
the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Issuer by all necessary
corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all
necessary corporate action.


 


(d)          This
Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except
as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent
conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity,
regardless of whether such enforceability shall be considered in a proceeding in equity or in law.


 


(e)          The
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability
company agreement of the Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with
or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party
or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms
of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor, to the best of the Depositor’s
knowledge, violate any law or any order, rule or regulation applicable to the Depositor of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties;
which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs or business
prospects of the Depositor.


 




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(f)          There
are no proceedings or investigations pending or, to the Depositor’s knowledge, threatened, before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting
the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of
the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely
affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.


 


ARTICLE
Three



TRUST CERTIFICATES AND TRANSFER OF INTERESTS


 


Section 3.01. Initial Ownership.
Upon the formation of the Issuer by the contribution by the Depositor pursuant to Section 2.05 and until the issuance of the Trust
Certificates, the Depositor shall be the sole beneficiary of the Issuer.


 


Section 3.02. The Trust Certificates.
The Trust Certificates shall be issued in minimum denominations of $100,000 and integral multiples thereof; provided, however,
that one Trust Certificate may be issued in such denomination as required to include any residual amount. The Trust Certificates
shall be executed by the Owner Trustee on behalf of the Issuer by manual or facsimile signature (which signature may be a scanned
electronic version) of an authorized officer of the Owner Trustee and shall have deemed to have been validly issued when so executed
and authenticated (as set forth in Section 3.03 below). Trust Certificates bearing the manual or facsimile signatures (which signature
may be a scanned electronic version) of individuals who were, at the time when such signatures were affixed, authorized to sign
on behalf of the Owner Trustee, shall be validly issued and binding obligations of the Issuer and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication
and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates.


 


A transferee of a Trust Certificate shall
become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder
upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.


 




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Section 3.03. Authentication and Delivery
of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered upon the order
of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment
and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other
assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate
the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Certificateholder
to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on such Trust Certificate a certificate
of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s Authenticating
Agent, by manual signature; and such authentication shall constitute conclusive evidence that such Trust Certificate shall have
been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance,
authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement.
Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication
by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee.


 


Section 3.04. Registration of Transfer
and Exchange of Trust Certificates.


 


(a)          The
Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe, it shall provide for the registration of Trust Certificates
and of transfers and exchanges of Trust Certificates as herein provided. The Owner Trustee shall act as initial Certificate Registrar.
The Owner Trustee may appoint an agent to act as Certificate Registrar. Upon any resignation of the Certificate Registrar, the
Owner Trustee shall promptly appoint a successor thereto.


 


The Trust Certificates have not been registered
under the Securities Act or listed on any securities exchange. No transfer of a Trust Certificate shall be made unless such transfer
is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or is
exempt from the registration requirements under the Securities Act and such state securities laws. In the event that a transfer
is to be made in reliance upon an exemption from the Securities Act and state securities laws, in order to assure compliance with
the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective
transferee shall each certify to the Issuer in writing the facts surrounding the transfer in the form of a Seller Certificate and
Investment Letter or a Rule 144A Letter. Except in the case of a transfer as to which the proposed transferee has provided a Rule
144A Letter, there shall also be delivered to the Issuer an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act and an Opinion of Counsel or memorandum of law that such transfer may be made pursuant to an exemption
from state securities laws, which Opinion(s) of Counsel and memorandum of law shall not be an expense of the Issuer or the Owner
Trustee. The Depositor shall provide to any Certificateholder of a Trust Certificate and any prospective transferee designated
by any such Certificateholder, information regarding the Trust Certificates and the Receivables and such other information as shall
be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust Certificate without
registration thereof under the Securities Act pursuant to the registration exemption provided by Rule 144A. Each Certificateholder
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Issuer, the Owner Trustee and the Depositor against
any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities laws.
The Owner Trustee on behalf of the Issuer shall cause each Trust Certificate to contain a legend in the form set forth on the form
of Trust Certificate attached hereto as Exhibit A.


 




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(b)          Upon
surrender for registration of transfer of any Trust Certificate at the office of the Certificate Registrar and subject to the satisfaction
of the preceding paragraph, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent
to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized
denominations of a like aggregate original certificate balance dated the date of authentication by the Owner Trustee or any Authenticating
Agent; provided that prior to such execution, authentication and delivery, the Owner Trustee shall have received an Opinion of
Counsel to the effect that the proposed transfer will not cause the Issuer to be characterized as an association (or a publicly
traded partnership) taxable as a corporation or alter the tax characterization of the Notes for U.S. federal income tax purposes.
At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations
of a like aggregate original certificate balance upon surrender of the Trust Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.08.


 


(c)          At
the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates in authorized denominations
of a like aggregate original certificate balance upon surrender of the Trust Certificates to be exchanged at the office of the
Certificate Registrar. Whenever any Trust Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Issuer
shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver) the Trust Certificates
that the Certificateholder making the exchange is entitled to receive. Every Trust Certificate presented or surrendered for registration
of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and
the Certificate Registrar duly executed by the Certificateholder or such Certificateholder’s attorney duly authorized in
writing.


 


(d)          No
service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee (or the
Paying Agent) may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection
with any transfer or exchange of Trust Certificates.


 


(e)          The
Trust Certificates may not be acquired or held by or for the account of a Benefit Plan Investor, a Plan that is subject to Similar
Law or a person who is not a United States Person within the meaning of Section 7701(a)(30) of the Code. No transfer of a Trust
Certificate shall be made unless the prospective transferee has certified to the Issuer in writing that it is not a Benefit Plan
Investor or a Plan that is subject to Similar Law.


 


(f)          All
Trust Certificates surrendered for registration of transfer or exchange, if surrendered to the Issuer or any agent of the Owner
Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered
to the Owner Trustee, shall be promptly cancelled by it, and no Trust Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Trust Certificates in accordance
with its normal practice.


 




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(g)          The
preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not
register transfers or exchanges of, Trust Certificates for a period of fifteen (15) days preceding the due date for any payment
with respect to the Trust Certificates.


 


(h)          No
transfer of a Trust Certificate (or interest therein) shall be permitted (nor shall a Trust Certificate be so held) if (i) it causes
the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned,
directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the
meaning of Treasury Regulation section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section
385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes
(in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group
that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation
section 1.1502-1(h)) which includes such Domestic Corporation). No transfer of a Trust Certificate (or interest therein) shall
be permitted (nor shall a Trust Certificate be so held) if (i) it results in the Issuer becoming disregarded as an entity separate
from a Domestic Corporation for U.S. federal income tax purposes and (ii) either (x) a member of a Section 385 Expanded Group that
includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group
owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section
385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described
in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation).


 


Section 3.05. Mutilated, Destroyed, Lost
or Stolen Trust Certificates. If (i) any mutilated Trust Certificate is surrendered to the Certificate Registrar, or the Certificate
Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and (ii) there is delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to a Responsible Officer of the Owner Trustee that such Trust Certificate has been acquired by a
bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute and the Owner Trustee or its Authenticating Agent
shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate,
a new Trust Certificate in an authorized denomination and of a like original certificate balance. In connection with the issuance
of any new Trust Certificate under this Section, the Owner Trustee may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection therewith. Any duplicate Trust Certificate issued pursuant to this
Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Trust Certificate shall be found at any time.


 


Section 3.06. Persons Deemed Certificateholders.
Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any
Paying Agent and any of their respective agents may treat the Person in whose name any Trust Certificate is registered as the owner
of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever,
and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected
by any notice to the contrary.


 




    	 	8	 



     


    

 


Section 3.07. Access to List of Certificateholders’
Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer and the Depositor, within
fifteen (15) days after receipt by the Certificate Registrar of a written request therefor from the Servicer or the Depositor,
a list, in such form as the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders
as of the most recent Record Date. If three or more Certificateholders, or one or more Certificateholders evidencing not less than
51% of the Percentage Interests of the Trust Certificates (hereinafter referred to as the “Applicants”), apply
in writing to the Certificate Registrar, and such application states that the Applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Trust Certificates, then the Certificate Registrar shall, within
five (5) Business Days after the receipt of such application, afford such Applicants access during normal business hours to the
current list of Certificateholders. Each Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have
agreed not to hold any of the Depositor, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure
of its name and address, regardless of the source from which such information was derived.


 


Section 3.08. Maintenance of Office or
Agency. The Trust shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Owner Trustee or its agent in respect of the
Trust Certificates and the Basic Documents may be served. The Owner Trustee initially designates its Corporate Trust Office as
its office for such purposes. The Owner Trustee shall give prompt written notice to the Depositor and to the Certificateholders
of any change in the location of the Certificate Register or any such office or agency.


 


Section 3.09. Appointment of Paying Agent.
The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Sections
5.02 and 5.03 and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above.
The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that
the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Owner Trustee shall
act as the initial Paying Agent. Each Paying Agent shall be permitted to resign as Paying Agent upon thirty (30) days’ written
notice to the Owner Trustee. In the event that the Owner Trustee shall no longer be the Paying Agent, the Owner Trustee shall appoint
a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor
Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent
shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all
funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall apply to the Owner
Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable,
to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.


 




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Section 3.10. Definitive Trust Certificates.
The Trust Certificates, upon original issuance, will be issued in definitive, fully registered form.


 


Section 3.11. Repayment of Trust Certificates.
In the event of an optional purchase pursuant to Section 8.01(a) of the Sale and Servicing Agreement, the Trust Certificates will
be prepaid in whole, but not in part, at an aggregate prepayment price equal to the aggregate Certificate Balance of all the Trust
Certificates plus accrued interest thereon at the Certificate Rate.


 


ARTICLE
Four



ACTIONS BY OWNER TRUSTEE


 


Section 4.01. Prior Notice to Certificateholders
with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters,
the Owner Trustee shall not take action unless at least thirty (30) days before the taking of such action, the Owner Trustee shall
have notified the Certificateholders in writing of the proposed action and the Certificateholders shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice is given that such Certificateholders have withheld consent or provided
alternative direction:


 


(a)          the
initiation of any claim or lawsuit by the Issuer (except claims or lawsuits brought in connection with the collection of the Receivables)
and the compromise of any action, claim or lawsuit brought by or against the Issuer (except with respect to the aforementioned
claims or lawsuits for collection of the Receivables);


 


(b)          the
election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the
Statutory Trust Statute);


 


(c)          the
amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;


 


(d)          the
amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and
such amendment materially adversely affects the interests of the Certificateholders;


 


(e)          the
amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision
in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders; or


 


(f)          the
appointment pursuant to the Indenture of a successor Note Registrar, paying agent for the Notes or Indenture Trustee or pursuant
to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture
Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable.


 




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Section 4.02. Action by Certificateholders
with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, the Owner Trustee shall not have
the power, except upon the direction of the Certificateholders, to (i) remove the Administrator pursuant to Section 1.09 of the
Administration Agreement, (ii) appoint a successor Administrator pursuant to Section 1.09 of the Administration Agreement, (iii)
remove the Servicer pursuant to Section 7.01 of the Sale and Servicing Agreement, (iv) except as expressly provided in the Basic
Documents, sell the Receivables after the termination of the Indenture, or (v) authorize the merger or consolidation of the Issuer
with or into any other statutory trust or entity (other than in accordance with Section 3.10 of the Indenture). The Owner Trustee
shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.


 


Section 4.03. Action by Certificateholders
with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating
to the Issuer without the unanimous prior approval of all Certificateholders (including the Depositor, if the Depositor is a Certificateholder)
and the delivery to the Owner Trustee by each such Certificateholder of a certificate certifying that such Certificateholder reasonably
believes that the Issuer is insolvent.


 


Section 4.04. Restrictions on Certificateholders’
Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action
or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic
Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03, nor shall the Owner Trustee be obligated
to follow any such direction, if given.


 


Section 4.05. Majority Control. Except
as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Certificateholders
evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates. Except as expressly provided
herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Certificateholders
evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates at the time of the delivery
of such notice.


 


ARTICLE
Five



APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


 


Section 5.01. Establishment of Trust
Account. The Owner Trustee, for the benefit of the Certificateholders, shall establish and maintain (or shall cause to be established
and maintained) in the name of the Issuer an Eligible Account (the “Certificate Distribution Account”), bearing
a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders.


 




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The Issuer shall possess all right, title
and interest in funds on deposit from time to time in the Certificate Distribution Account and in the proceeds thereof. Except
as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the
Owner Trustee for the benefit of the Certificateholders. If, at any time, the Owner Trustee ceases to be an Eligible Institution,
the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by
the Owner Trustee or an Affiliate thereof) shall cause the Certificate Distribution Account to be moved to an Eligible Institution
and shall transfer any cash to such new Certificate Distribution Account. All amounts held in the Certificate Distribution Account
will not be invested.


 


Section 5.02. Application of Trust Funds.


 


(a)          On
each Payment Date, the Paying Agent will distribute to Certificateholders, on the basis of the Percentage Interest evidenced by
their Trust Certificates, amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 of the Sale and Servicing
Agreement with respect to such Payment Date.


 


(b)          On
each Payment Date, the Paying Agent shall send to each Certificateholder the statement or statements provided to the Owner Trustee
by the Servicer pursuant to Section 4.10 of the Sale and Servicing Agreement with respect to such Payment Date.


 


(c)          In
the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to a Certificateholder,
such tax shall reduce the amount otherwise distributable to the Certificateholder in accordance with this Section. The Paying Agent
will retain from amounts otherwise distributable to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Issuer (but such authorization shall not prevent the Owner Trustee or the Paying Agent from contesting any
such tax in appropriate proceedings and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings)
upon the written direction of the Depositor. The amount of any withholding tax imposed with respect to a Certificateholder shall
be treated as cash distributed to such Certificateholder at the time it is withheld by the Issuer and remitted to the appropriate
taxing authority. If there is a possibility that withholding tax is payable with respect to a distribution, the Paying Agent may
in its sole discretion withhold such amounts in accordance with this paragraph (c).


 


Section 5.03. Method of Payment.
Subject to Section 9.01(c) respecting the final payment upon retirement of each Trust Certificate, distributions required to be
made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the related Record Date by
(i) wire transfer, in immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the Certificate Registrar appropriate written instructions
at least five (5) Business Days prior to such Payment Date, or (ii) if not, by check mailed to such Certificateholder at the address
of such Certificateholder appearing in the Certificate Register.


 


Section 5.04. No Segregation of Monies;
No Interest. Subject to Sections 5.01 and 5.02, monies received by the Owner Trustee or the Paying Agent hereunder need not
be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement and may be deposited under
such general conditions as may be prescribed by law, and neither the Owner Trustee nor the Paying Agent shall be liable for any
interest thereon.


 




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Section 5.05. Accounting and Reports
to Certificateholders, Internal Revenue Service and Others. The Owner Trustee shall maintain (or cause to be maintained) the
books of the Issuer on a fiscal year basis ending March 31 of each year and the accrual method of accounting. In addition, the
Issuer shall deliver to each Certificateholder such information, reports or statements prepared by the Administrator as may be
required by the Code and applicable Treasury Regulations and as may be required to enable each Certificateholder to prepare its
federal and state income tax returns and make such elections as from time to time may be required or appropriate under any applicable
state or federal statute or any rule or regulation thereunder so as to maintain the Issuer’s characterization for U.S. federal
income tax purposes as (i) disregarded as a separate entity from the Certificateholder or, (ii) if there is more than one Certificate
Owner for U.S. federal income tax purposes, a partnership. Consistent with the Issuer’s characterization for U.S. federal
income tax purposes as disregarded as an entity separate from the Certificateholder, no U.S. federal income tax return shall be
filed on behalf of the Issuer unless (i) there is more than one Certificate Owner for U.S. federal income tax purposes, (ii) the
Owner Trustee shall receive an Opinion of Counsel that, based on a change in applicable law occurring after the date hereof, the
Code requires such a filing or (iii) the Internal Revenue Service shall determine that the Issuer is required to file such a return.
Neither the Owner Trustee nor any Certificateholder will, under any circumstances, or at any time, make an election on IRS Form
8832 or otherwise, to classify the Trust as an association taxable as a corporation for federal, state or any other applicable
tax purposes. In the event that the Issuer is required to file tax returns, the Owner Trustee shall, to the extent not undertaken
by the Administrator pursuant to the Administration Agreement, prepare or shall cause to be prepared any tax returns required to
be filed by the Issuer and shall remit such returns to the Depositor (or if the Depositor no longer owns any Certificates, the
Certificateholder designated for such purpose by the Depositor to the Owner Trustee in writing) at least five (5) days before such
returns are due to be filed. The Depositor (or such designee Certificateholder, as applicable) shall promptly sign such returns
and deliver such returns after signature to the Owner Trustee and such returns shall be filed by the Owner Trustee with the appropriate
tax authorities. In no event shall the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable) be liable
for any liabilities, costs or expenses of the Issuer or the Noteholders arising out of the application of any tax law, including
federal, state, foreign or local income or excise taxes or any other tax imposed on or measured by income (or any interest, penalty
or addition with respect thereto or arising from a failure to comply therewith) except for any such liability, cost or expense
attributable to any act or omission by the Owner Trustee or the Depositor (or such designee Certificateholder, as applicable),
as the case may be, in breach of its obligations under this Agreement.


 


The Depositor is authorized and directed
to execute on behalf of the Issuer, and after execution to deliver to the Administrator for filing with the Commission, all documents
and forms required to be filed in accordance with applicable law or the rules and regulations prescribed by the Commission.


 




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Section 5.06. Audit Procedure.


 


(a)          In
the event that the Issuer is classified as a partnership for U.S. federal income tax purposes, the Depositor (or a U.S. affiliate
of the Depositor if the Depositor is ineligible) is hereby designated as the partnership representative under Section 6223(a) of
the Amended Partnership Audit Rules to the extent allowed under the law (including working with the Depositor to designate any
designated individual required under the law). The Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall
instruct the Owner Trustee on behalf of the Issuer to), to the extent eligible, make the election under Section 6221(b) of the
Amended Partnership Audit Rules with respect to determinations of adjustments at the partnership level and take any other action
such as disclosures and notifications necessary to effectuate such election. If the election described in the preceding sentence
is not available, to the extent applicable, the Issuer shall (or the Depositor shall cause the Issuer to, or the Depositor shall
instruct the Owner Trustee on behalf of the Issuer to) make the election under Section 6226(a) of the Amended Partnership Audit
Rules with respect to the alternative to payment of imputed underpayment by partnership and take any other action such as filings,
disclosures and notifications necessary to effectuate such election. Notwithstanding the foregoing, the Issuer and Depositor are
each authorized, each in its sole discretion, to make any available election related to Sections 6221 through 6241 of the Amended
Partnership Audit Rules and take any action it deems necessary or appropriate to comply with the requirements of the Code and conduct
the Issuer's affairs under Sections 6221 through 6241 of the Amended Partnership Audit Rules. Each Certificateholder and, if different,
each Certificate Owner shall promptly provide the Issuer, Depositor and Owner Trustee any requested information, documentation
or material to enable the Issuer to make any of the elections described in this clause (c) and otherwise comply with Sections 6221
through 6241 of the Amended Partnership Audit Rules. Each Certificate Owner shall hold the Issuer and its affiliates harmless for
any expenses or losses (i) resulting from a Certificate Owner not properly taking into account or paying its allocated adjustment
or liability under Section 6226 of the Amended Partnership Audit Rules and (ii) it may suffer attributable to the management or
defense of an audit under the Amended Partnership Audit Rules or otherwise suffered due to actions it takes with respect to and
to comply with the rules under Sections 6221 through 6241 of the Amended Partnership Audit Rules.


 


(b)          Certificateholder
Information. (A) Each Certificateholder shall provide to the Owner Trustee and the Depositor any further information required
by the Issuer to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules
and (B) if the Certificateholder is not the Certificate Owner, the Certificate Owner shall provide to the Owner Trustee and the
Depositor any further information required by the Issuer to comply with the Amended Partnership Audit Rules, including Section
6226(a) of the Amended Partnership Audit Rules and, to the extent the Issuer determines such appointment necessary for it to make
an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the Depositor as its agent for purposes
of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership
Audit Rules.


 




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ARTICLE
Six



AUTHORITY AND DUTIES OF OWNER TRUSTEE


 


Section 6.01. General Authority.
Subject to the provisions and limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute and
deliver the Basic Documents to which the Issuer is to be a party and each certificate or other document attached as an exhibit
to or contemplated by the Basic Documents to which the Issuer is to be a party and any amendment or other agreement, as evidenced
conclusively by the Owner Trustee’s execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Issuer pursuant to the Basic Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends with respect to the Basic Documents.


 


Section 6.02. General Duties. Subject
to the provisions and limitations of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge (or cause to
be discharged) all of its responsibilities pursuant to the terms of this Agreement and the other Basic Documents to which the Issuer
is a party and to administer the Issuer in the interest of the Certificateholders, subject to the Basic Documents and in accordance
with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its
duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner
Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration
Agreement.


 


Section 6.03. Action Upon Instruction.


 


(a)          Subject
to Article Four, in accordance with the terms of the Basic Documents, the Certificateholders may by written instruction direct
the Owner Trustee in the management of the Issuer. Such direction may be exercised at any time by written instruction of the Certificateholders
pursuant to Article Four.


 


(b)          The
Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of
the Owner Trustee or is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law.


 


(c)          Whenever
the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement
or under any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the
circumstances) to the Certificateholders requesting instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of the Certificateholders received, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction
within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent
with this Agreement and the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and
shall have no liability to any Person for such action or inaction.


 




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(d)          In
the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document
or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision,
or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course
of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice
(in such form as shall be appropriate under the circumstances) to the Certificateholders requesting instruction and, to the extent
that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee
shall not be liable, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate
instruction within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Certificateholders,
and shall have no liability to any Person for such action or inaction.


 


Section 6.04. No Duties Except as Specified
in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment with
respect to, register, record, sell, dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take or refrain
from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except
as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant
to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder
or to prepare or file any Commission filing for the Issuer or to record this Agreement or any other Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any liens
(other than the lien of the Indenture) on any part of the Owner Trust Estate that result from actions by, or claims against, the
Owner Trustee that are not related to the ownership or the administration of the Owner Trust Estate.


 


Section 6.05. No Action Except Under
Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with
any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) the Basic Documents and (iii) any document or instruction delivered to the Owner Trustee
pursuant to Section 6.03.


 


Section 6.06. Restrictions. The Owner
Trustee shall not take any action (i) that is inconsistent with the purposes of the Issuer set forth in Section 2.03 or (ii) that,
to the actual knowledge of the Owner Trustee, would result in the Issuer’s becoming taxable as a corporation for federal
or state income tax purposes. The Certificateholders shall not direct the Owner Trustee to take action that would violate the provisions
of this Agreement.


 




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Section 6.07. Covenants for Reporting
of Repurchase Demands due to Breaches of Representations and Warranties. The Owner Trustee shall, no later than the third Business
Day after the last day of each calendar month, provide notice to American Honda Finance Corporation and American Honda Receivables
LLC (each, a “Honda Party,” and together, the “Honda Parties”) in the form set forth as Exhibit
E hereto (or such other form or format as the Honda Parties may otherwise specify) of the request or any requests of (i) all
demands communicated to the Owner Trustee for the repurchase or replacement of any Receivable for breach of the representations
and warranties concerning such Receivable relating to the Issuer and (ii) any actions taken by the Owner Trustee with respect to
such demand communicated to the Owner Trustee in respect of any Receivables. In addition, the Owner Trustee shall, upon written
request of either Honda Party, at any time they reasonably feel necessary, provide notification to the Honda Parties with respect
to any actions taken by the Owner Trustee as soon as practicable and in any event within five (5) Business Days of receipt of such
request. Such notices shall be provided to the Honda Parties in accordance with Section 11.04(iv) of the Indenture. The Owner Trustee
and the Issuer acknowledge and agree that the purpose of this Section 6.07 is to facilitate compliance by the Honda Parties with
Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e), 1121(c) and 1125 of Regulation AB (the “Repurchase
Rules and Regulations”). The Owner Trustee acknowledges that interpretations of the requirements of the Repurchase Rules
and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable written
requests (including email in PDF format) made by the Honda Parties in good faith for delivery of information in its possession
under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Owner Trustee shall
cooperate fully with the Honda Parties to deliver any and all records and any other information in its possession and necessary
in the good faith determination of the Honda Parties to permit them to comply with the provisions of Repurchase Rules and Regulations.
In no event shall the Owner Trustee have any responsibility or liability in connection with any filing required to be made by a
securitizer under the Repurchase Rules and Regulations.


 


ARTICLE
Seven



CONCERNING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE


 


Section 7.01. Acceptance of Trusts and
Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its
duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse
all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic
Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic
Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case
of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware
Trustee, as applicable. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):


 




    	 	17	 



     


    

 


(a)          neither
the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or
the Delaware Trustee;


 


(b)          neither
the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance
with the instructions of the Administrator or any Certificateholder or Certificateholders;


 


(c)          no
provision of this Agreement or any other Basic Document shall require the Owner Trustee or the Delaware Trustee to expend or risk
funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any other
Basic Document if the Owner Trustee or the Delaware Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;


 


(d)          under
no circumstances shall the Owner Trustee or the Delaware Trustee be liable for indebtedness evidenced by or arising under any Basic
Document, including the principal of and interest on the Notes or the Trust Certificates;


 


(e)          neither
the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement
or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any
of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate
of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or
incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for in
the Basic Documents;


 


(f)          neither
the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the
Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware
Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic
Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under
the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents;


 


(g)          neither
the Owner Trustee nor the Delaware Trustee shall be under any obligation to exercise any of the rights or powers vested in it by
this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement
or any other Basic Document, at the request, order or direction of any of the Certificateholders, unless such Certificateholders
have offered to the Owner Trustee or the Delaware Trustee, as applicable, security or indemnity satisfactory to it against the
costs, expenses and liabilities that may be incurred by the Owner Trustee or the Delaware Trustee, as applicable, therein or thereby;
the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any
other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable
for other than its gross negligence, bad faith or willful misconduct in the performance of any such act;


 




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(h)          in
no event shall the Owner Trustee or the Delaware Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly, by Force Majeure; it being understood that the Owner
Trustee or the Delaware Trustee, as applicable, shall use reasonable efforts which are consistent with accepted practices in the
banking industry to resume performance as soon as practicable under the circumstances; and


 


(i)          in
no event shall the Owner Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage (including,
but not limited to, loss of profit).


 


Section 7.02. Furnishing of Documents.


 


The Owner Trustee shall furnish to the Certificateholders,
promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.


 


Section 7.03. Representations and Warranties
of the Owner Trustee and the Delaware Trustee. (1) The Owner Trustee hereby represents and warrants to the Depositor and the
Certificateholders, that:


 


(a)          it
is a New York banking corporation duly organized and validly existing under the laws of the State of New York; it has all requisite
corporate power and authority to execute, deliver and perform its obligations under this Agreement;


 


(b)          it
has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will
be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and


 


(c)          neither
the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby, nor
compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under
its charter documents or bylaws; and


 


(d)          this
Agreement constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance
with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium,
liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by
general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law;
and


 




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(e)          the
execution, delivery and performance by the Owner Trustee of this Agreement and the consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default under, the charter documents or bylaws of the Owner Trustee;
nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument (other than pursuant to the Basic Documents); and


 


(f)          there
are no proceedings or investigations pending or, to the Owner Trustee’s actual knowledge, threatened, before any court, regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties:
(i) asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might materially and adversely
affect the validity or enforceability of this Agreement.


 


(2)         The
Delaware Trustee hereby represents and warrants to the Depositor and the Certificateholders that:


 


(a)          it
is a Delaware banking corporation duly organized and validly existing under the laws of the State of Delaware; it has all requisite
corporate power and authority to execute, deliver and perform its obligations under this Agreement;


 


(b)          it
has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will
be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and


 


(c)          neither
the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby, nor
compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Delaware Trustee or any judgment or order binding on it, or constitute any default
under its charter documents or bylaws; and


 


(d)          this
Agreement constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against the Delaware Trustee in
accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general
and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or
in law; and


 


(e)          the
execution, delivery and performance by the Delaware Trustee of this Agreement and the consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default under, the charter documents or bylaws of the Delaware Trustee;
nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument (other than pursuant to the Basic Documents); and


 


(f)          there
are no proceedings or investigations pending or, to the Delaware Trustee’s actual knowledge, threatened, before any court,
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Delaware Trustee or its
properties: (i) asserting the invalidity of this Agreement or (ii) seeking any determination or ruling that might materially and
adversely affect the performance by the Delaware Trustee of its obligations under, or the validity or enforceability of, this Agreement.


 




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Section
7.04. Reliance, Advice of Counsel.


 


(a)          The
Owner Trustee and the Delaware Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed
by it to be signed by the proper party or parties. The Owner Trustee or the Delaware Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution
has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination
of which is not specifically prescribed herein, the Owner Trustee or the Delaware Trustee may for all purposes hereof rely on
a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee or the Delaware Trustee,
for any action taken or omitted to be taken by it in good faith in reliance thereon.


 


(b)          In
the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement
and the other Basic Documents, the Owner Trustee and the Delaware Trustee (i) may act directly or through its respective agents
or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee and the Delaware Trustee, as applicable,
shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected
by the Owner Trustee or the Delaware Trustee, as applicable, with reasonable care, and (ii) may consult with counsel, accountants
and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee and the Delaware Trustee shall
not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any
such counsel, accountants or other such persons and not contrary to this Agreement or any other Basic Document.


 


Section
7.05. Not Acting in Individual Capacity. Except as otherwise provided in this Article, in accepting the trusts hereby created,
each of The Bank of New York Mellon and BNY Mellon Trust of Delaware is acting solely as Owner Trustee and Delaware Trustee, respectively,
hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee or the Delaware Trustee
by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate
for payment or satisfaction thereof.


 




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Section
7.06. Owner Trustee and Delaware Trustee Not Liable for Trust Certificates or Receivables. The recitals contained herein
and in the Trust Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Trust
Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee and the Delaware Trustee assume no responsibility
for the correctness thereof. The Owner Trustee and the Delaware Trustee make no representations as to the validity or sufficiency
of this Agreement, any other Basic Document or the Trust Certificates (other than the signature of the Owner Trustee and the certificate
of authentication on the Trust Certificates and the representations and warranties in Section 7.03) or the Notes, or of any Receivable
or related documents. The Owner Trustee and the Delaware Trustee shall at no time have any responsibility or liability for or
with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Owner Trust Estate or its ability to generate the payments to be distributed to Certificateholders under
this Agreement or the Noteholders under the Indenture, including, without limitation, the existence, condition and ownership of
any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable
on any computer or other record thereof; the validity of the assignment of any Receivable to the Issuer or of any intervening
assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor
or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of
any such warranty or representation, or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer
taken in the name of the Owner Trustee or the Delaware Trustee.


 


Section
7.07. Owner Trustee or Delaware Trustee May Own Trust Certificates and Notes. Each of the Owner Trustee and the Delaware
Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with
the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would
have if it were not Owner Trustee or the Delaware Trustee, respectively.


 


Section
7.08. Duties of the Delaware Trustee. The Delaware Trustee is appointed to serve as the trustee of the Trust in the State
of Delaware for the sole purpose of satisfying the requirement of Section 3807(a) of the Statutory Trust Statute that the Trust
have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that
the Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. The duties of the Delaware Trustee shall
be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates
required to be filed with the Secretary of State of the State of Delaware which the Delaware Trustee is required to execute under
Section 3811 of the Statutory Trust Statute. To the extent that, at law or in equity, the Delaware Trustee has duties (including
fiduciary duties) and liabilities relating thereto to the Trust, the beneficial owners thereof or any other person, it is hereby
understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities
of the Delaware Trustee expressly set forth in this Section 7.08. The Delaware Trustee shall have all the rights, privileges and
immunities of the Owner Trustee.


 




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ARTICLE
Eight



compensation of owner trustee and the delaware trustee


 


Section
8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses. Each of the Owner Trustee and the Delaware
Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date
hereof between the Depositor and the Owner Trustee and the Depositor and the Delaware Trustee, respectively, and upon the formation
of the Issuer, each of the Owner Trustee and the Delaware Trustee shall be entitled to be reimbursed by the Issuer for its other
reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives,
experts and counsel as each of the Owner Trustee and the Delaware Trustee may employ in connection with the exercise and performance
of its rights and its duties hereunder.


 


Section
8.02. Indemnification. The Issuer shall, or shall cause the Administrator to, indemnify each of the Owner Trustee, the
Delaware Trustee, the Paying Agent, the Certificate Registrar, any Authenticating Agent and any co-trustee and their respective
officers, directors, employees and agents (each, an “Indemnified Party”) against any and all loss, liability
or expense (including reasonable attorney’s fees and expenses) incurred by such Indemnified Party in connection with the
administration of the Issuer and the performance of its duties hereunder not resulting from its own willful misconduct, gross
negligence or bad faith. Any Indemnified Party seeking indemnity in respect of any such claim shall notify the Issuer and the
Administrator promptly of such claim. The indemnities contained in this Section shall survive the resignation or termination of
the Owner Trustee, the Delaware Trustee or the termination of this Agreement. In the event of any claim, action or proceeding
for which indemnity will be sought pursuant to this Section, the Owner Trustee’s or the Delaware Trustee’s choice
of legal counsel shall be subject to the approval of the Depositor (or if the Depositor is no longer an owner, the designee of
the Depositor), which approval shall not be unreasonably withheld. Neither the Issuer nor the Administrator need reimburse any
expense or indemnify against any loss, liability or expense incurred by any Indemnified Party (1) through such party’s own
willful misconduct, gross negligence or bad faith or (2) in the case of the inaccuracy of any representation or warranty contained
in Sections 7.03 expressly made by the Owner Trustee or the Delaware Trustee, as applicable. The Indemnified Parties’ right
to indemnification shall include any reasonable legal fees, costs and expenses incurred in connection with any enforcement (including
any action, claim, suit, arbitration or mediation brought) by an Indemnified Party of any indemnification or other obligation
of the Issuer, the Servicer, the Administrators, the Noteholders or the Note Owners.


 


Section
8.03. Payments to the Owner Trustee and to the Delaware Trustee. Any amounts paid to the Owner Trustee and to the Delaware
Trustee pursuant to this Article shall be deemed not to be a part of the Owner Trust Estate immediately after such payment. Any
amounts owing to the Owner Trustee under this Agreement or the other Basic Documents shall constitute a claim against the Owner
Trust Estate.


 




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ARTICLE
Nine



TERMINATION OF TRUST AGREEMENT


 


Section
9.01. Termination of Trust Agreement.


 


(a)          The
Issuer shall dissolve immediately prior to the earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any
successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate
other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies
or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing
Agreement and Article Five, or (iii) the Payment Date next succeeding the month which is one year after the maturity or other
liquidation of the last Receivable and the disposition of any amount received upon liquidation of any property remaining in the
Owner Trust Estate. The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Issuer, (ii) entitle such Certificateholder’s legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer
or Owner Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. The Issuer shall
be entitled to deduct from the final distribution to Certificateholders any amounts required to pay any other claims against and
obligations of the Issuer in accordance with Section 3808(e) of the Statutory Trust Statute.


 


(b)          Except
as provided in Section 9.01(a), neither of the Depositor nor any Certificateholder shall be entitled to revoke or terminate the
Issuer.


 


(c)          The
outstanding Trust Certificates are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing
Agreement; provided that the Issuer has available funds sufficient to pay the aggregate Certificate Balance of all the Trust Certificates,
together with accrued interest at the Certificate Rate to but excluding the Payment Date. Notice of any termination of the Issuer,
specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment
of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within
five (5) Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 8.01(b) of the Sale
and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall
be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments
being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified.
The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if
other than the Owner Trustee) at the time such notice is given to Certificateholders. Upon presentation and surrender of the Trust
Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Payment Date
pursuant to Section 5.02. The Owner Trustee shall promptly notify the Administrator (who shall make such notice available to each
Rating Agency pursuant to Section 1.02(c) of the Administration Agreement) upon the final payment of the Trust Certificates.


 


(d)          In
the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after
the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining
Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto.
If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner
Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders
concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Subject to applicable escheat laws, any funds remaining in the Issuer after exhaustion of such
remedies shall be distributed by the Owner Trustee to the Depositor, in its capacities as Depositor and as Certificateholder.


 




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(e)          Upon
the winding up of the Issuer, the Owner Trustee shall, upon the direction and at the expense of the Depositor, cause the Certificate
of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of
the Statutory Trust Statute. Upon the filing of the certificate of cancellation, the Issuer and this Agreement (other than Article
8) shall terminate and be of no further force or effect.


 


ARTICLE
Ten



SUCCESSOR AND ADDITIONAL OWNER TRUSTEES


 


Section
10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee. The Owner Trustee shall at all times (i) maintain
its principal place of business in the State of New York or such other location within the United States to which the Depositor
shall consent in writing, (ii) be authorized to exercise corporate trust powers, (iii) have a combined capital and surplus of
at least $50,000,000, (iv) be subject to supervision or examination by federal or state authorities and (v) have the Required
Rating. If such person shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such person shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Delaware
Trustee shall at all times be a Person satisfying the provisions of Section 3807(a) of the Statutory Trust Statute. In case at
any time the Owner Trustee or the Delaware Trustee, as applicable, shall cease to be eligible in accordance with the provisions
of this Section, the Owner Trustee or the Delaware Trustee, as applicable, shall resign immediately in the manner and with the
effect specified in Section 10.02.


 


Section
10.02. Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time
resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving
such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable,
by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware
Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner
Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) days
after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at
the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee,
as applicable.


 




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If
at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01
and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee
or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of the Owner Trustee or Delaware Trustee, as applicable, of either of its property shall be appointed, or any public officer shall
take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator
shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence,
the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument,
in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable,
so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses
owed to the outgoing Owner Trustee or Delaware Trustee, as applicable.


 


Any
resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or
Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance
of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all
fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice
of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section
1.02(c) of the Administration Agreement.


 


Section
10.03. Successor Owner Trustee or Delaware Trustee. Any successor Owner Trustee or Delaware Trustee, as applicable, appointed
pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee or
Delaware Trustee, as applicable, an instrument accepting such appointment under this Agreement, and thereupon the resignation
or removal of the predecessor Owner Trustee or Delaware Trustee, as applicable, shall become effective, and such successor Owner
Trustee or Delaware Trustee, as applicable, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner
Trustee or Delaware Trustee, as applicable. The predecessor Owner Trustee or Delaware Trustee, as applicable, shall upon payment
of its fees and expenses deliver to the successor Owner Trustee or Delaware Trustee, as applicable, all documents and statements
and monies held by it under this Agreement and the Administrator and the predecessor Owner Trustee or Delaware Trustee, as applicable,
shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting
and confirming in the successor Owner Trustee or Delaware Trustee, as applicable, all such rights, powers, duties and obligations.


 


No
successor Owner Trustee or Delaware Trustee, as applicable, shall accept appointment as provided in this Section unless at the
time of such acceptance such successor Owner Trustee or Delaware Trustee, as applicable, shall be eligible pursuant to Section
10.01.


 


Upon
acceptance of appointment by a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to this Section, the Administrator
shall mail notice thereof to all Certificateholders, the Indenture Trustee and the Noteholders; and, in the case of each Rating
Agency, shall make such notice available pursuant to Section 1.02(c) of the Administration Agreement. If the Administrator shall
fail to mail such notice within ten (10) days after acceptance of such appointment by the successor Owner Trustee or Delaware
Trustee, as applicable, the successor Owner Trustee or Delaware Trustee, as applicable, shall cause such notice to be mailed at
the expense of the Administrator.


 




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Section
10.04. Merger or Consolidation of Owner Trustee or Delaware Trustee. Any Person into which the Owner Trustee or Delaware
Trustee, as applicable, may be merged or converted or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Owner Trustee or Delaware Trustee, as applicable, shall be a party, or any Person succeeding
to all or substantially all of the corporate trust business of the Owner Trustee or Delaware Trustee, as applicable, shall be
the successor of the Owner Trustee or Delaware Trustee, as applicable, hereunder, without the execution or filing of any instrument
or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such
Person shall be eligible pursuant to Section 10.01 and, provided, further, that the Owner Trustee or Delaware Trustee, as applicable,
shall mail notice of such merger or consolidation to the Administrator (who shall make such notice available to each Rating Agency
pursuant to Section 1.02(c) of the Administration Agreement).


 


Section
10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Owner Trust Estate or any Financed
Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee,
jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Owner Trust Estate, and
to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of
this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary
or desirable. If the Administrator shall not have joined in such appointment within fifteen (15) days after the receipt by it
of a request to do so, the Owner Trustee alone shall have the power to make such appointment. The Owner Trustee agrees that upon
receipt of a written request from the Administrator to appoint a co-trustee, it will, at the expense of the Issuer, either (i)
promptly provide evidence reasonably satisfactory to the Administrator that such co-trustee is not required or (ii) cooperate
fully to ensure a co-trustee is appointed with any required timeframe. No co-trustee or separate trustee under this Agreement
shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee
or successor trustee shall have the Required Rating, and no notice of the appointment of any co-trustee or separate trustee shall
be required pursuant to Section 10.03.


 


Each
separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions
and conditions:


 


(a)          all
rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed
by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee
is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of
any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified
to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the
Owner Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Owner Trustee;


 




    	 	27	 



     


    

 


(b)          no
trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement;
and


 


(c)          the
Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or
co-trustee.


 


Any
notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts
conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.
Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.


 


Any
separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in
its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without
the appointment of a new or successor co-trustee or separate trustee.


 


ARTICLE
Eleven



MISCELLANEOUS


 


Section
11.01. Amendments.


 


(a)          Any
term or provision of this Agreement may be amended by the parties hereto but without the consent of any Securityholders, the Issuer
or any other Person if the Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect
that such amendment will not materially and adversely affect the interests of the Securityholders whose written consent has not
been obtained.


 




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(b)          This
Agreement may also be amended from time to time by the parties hereto, with prior notice to the Indenture Trustee, the written
consent of the Certificateholders evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates
and, if such amendment materially and adversely affects the interests of the Noteholders, with the consent of Noteholders (as
such term is defined in the Indenture) evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall
(i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables
or distributions that shall be required to be made for the benefit of the Noteholders or the Certificateholders, (ii) increase
or reduce any Interest Rate or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding Amount of the
Notes or of the Percentage Interests evidenced by the Trust Certificates required to consent to any such amendment, without the
consent of the Noteholders and Certificateholders of all the outstanding Notes and Trust Certificates affected thereby.


 


(c)          Any
term or provision of this Agreement may also be amended from time to time by the Depositor, for the purpose of conforming the
terms of this Agreement to the description thereof in the Prospectus, without the consent of the Trustees, any Securityholders,
the Issuer or any other Person.


 


(d)          Promptly
after the execution of any such amendment, the Depositor shall furnish written notification of the substance of such amendment
to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section
1.02(c) of the Administration Agreement). It shall not be necessary for the consent of Securityholders or Trustees pursuant to
this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for
in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Owner Trustee may prescribe.


 


(e)          No
amendment that adversely affects the Trustees shall be effective without the prior written consent of the party adversely affected.
The Trustees may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s, the Delaware
Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.


 


(f)          Promptly
after the execution of any such amendment, the Owner Trustee shall furnish written notification of the substance of such amendment
or consent to each Certificateholder. Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee
shall cause the filing of such amendment with the Secretary of State.


 


(g)          In
connection with the execution of any amendment to this Agreement or any other basic Document to which the Issuer is a party and
for which amendment the Owner Trustee’s or the Delaware Trustee’s consent is sought, the Owner Trustee and the Delaware
Trustee shall be entitled to receive and rely upon an Opinion of Counsel to the effect that the execution of such amendment is
authorized or permitted by this Agreement or such other Basic Document, as the case may be, and that all conditions precedent
in this Agreement or such other Basic Document, as the case may be, for the execution and delivery thereof by the Issuer or the
Owner Trustee, as the case may be, have been satisfied.


 




    	 	29	 



     


    

 


Section
11.02. No Legal Title to the Owner Trust Estate for the Certificateholder. The Certificateholder shall not have legal title
to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their
undivided ownership interest therein only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise,
of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate
to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Owner Trust Estate.


 


Section
11.03. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee,
the Delaware Trustee, the Indemnified Parties, the Depositor, the Certificateholders, the Administrator and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect
of this Agreement or any covenants, conditions or provisions contained herein.


 


Section
11.04. Notices.


 


(a)          Unless
otherwise expressly specified or permitted by the terms hereof, all demands, notices and communications under this Agreement shall
be in writing, personally delivered, mailed by electronic mail (if an address therefore has been provided by the respective party
in writing), mailed by certified mail, return receipt requested, delivered by overnight delivery service, or sent as a scanned
image or sent via facsimile transmission and shall be deemed to have been duly given upon receipt at the address for such party
set forth on Schedule A to the Sale and Servicing Agreement or at such other address as shall be designated by such party in a
written notice to each other party.


 


(b)          Any
notice required or permitted to be given to a Certificateholder shall be given by overnight delivery or first-class mail, postage
prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(c)          The
Owner Trustee hereby agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail,
pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Owner Trustee
shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing
specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person
is to be added or deleted from the listing. If such party sending such instruction or direction elects to give the Owner Trustee
e-mail or facsimile instructions (or instructions by a similar electronic method) and the Owner Trustee in its discretion elects
to act upon such instructions, the Owner Trustee’s understanding of such instructions shall be deemed controlling. The Owner
Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Owner Trustee’s reliance
upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written
instruction. The party sending such instruction or direction agrees to assume all risks arising out of the use of such electronic
methods to submit instructions and directions to the Owner Trustee, including without limitation the risk of the Owner Trustee
acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 




    	 	30	 



     


    

 


Section
11.05. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the
other covenants, agreements, provisions or terms of this Agreement or of the Trust Certificates or the rights of the Certificateholders.


 


Section
11.06. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which
when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same
instrument.


 


Section
11.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit
of, each of the Depositor and its permitted assigns, the Owner Trustee and its successors, the Delaware Trustee and its successors,
and each Certificateholder and its successors and permitted assigns, all as herein provided. Any request, notice, direction, consent,
waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.


 


Section
11.08. No Petition. The Owner Trustee and the Delaware Trustee, by entering into this Agreement, each Certificateholder,
by accepting a Trust Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement,
each hereby covenants and agrees that it will not at any time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar
law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any other Basic Document.


 


Section
11.09. No Recourse. Each Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder’s
Trust Certificates represent beneficial interests in the Issuer only and do not represent interests in or obligations of the Depositor,
the Seller, the Servicer, the Administrator, the Owner Trustee, the Delaware Trustee, the Indenture Trustee or any of their respective
Affiliates and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated
in the Trust Certificates, this Agreement or any other Basic Document.


 


Section
11.10. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.


 


Section
11.11. Governing Law; Submission to Jurisdiction. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 




    	 	31	 



     


    

 


Each
of the parties hereto hereby submits to the jurisdiction of the United States District Court for the Southern District of New
York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating
to this Agreement or the transactions contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim
that any such courts lack jurisdiction over such party, and agrees not to plead or claim, in any legal action or proceeding with
respect to this Agreement in any of the aforesaid courts, that any such court lacks jurisdiction over such party. Each of the
parties hereto irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to
the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such
a court has been brought in an inconvenient forum.


 


Section
11.12. Trust Certificates Nonassessable and Fully Paid. Certificateholders shall not be personally liable for obligations
of the Issuer. The interests represented by the Trust Certificates shall be nonassessable for any losses or expenses of the Issuer
or for any reason whatsoever, and, upon the authentication thereof by the Owner Trustee pursuant to Section 3.03, 3.04 or 3.05,
the Trust Certificates are and shall be deemed fully paid.


 


Section
11.13. Depositor Payment Obligation. The Depositor shall be responsible for payment of the Administrator’s compensation
under the Administration Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator
incurred thereunder. In addition, the Depositor shall be responsible for the payment of all fees and expenses of the Issuer and
the Trustees paid by any of them in connection with any of their obligations under the Basic Documents to obtain or maintain any
required license.


 


Section
11.14. Tax Treatment. Notwithstanding the foregoing or anything herein to the contrary, all persons (and their respective
employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment
and tax structure of the transaction described herein and all materials of any kind (including opinions or other tax analyses)
that are provided to the recipient relating to such tax treatment and tax structure.


 


Section
11.15. Waiver of Jury Trial. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to the transaction contemplated hereby.


 


Section
11.16. Communications with Rating Agencies. If the Owner Trustee or the Delaware Trustee shall receive any written or oral
communications from any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions
contemplated hereby or under the Basic Documents or in any way relating to the Notes, the Owner Trustee or the Delaware Trustee,
as applicable, agrees to coordinate with the Administrator with respect to any communication received from a Rating Agency and
further agrees that in no event shall the Owner Trustee or the Delaware Trustee, as applicable, engage in any oral communication
with respect to the substance of the transactions contemplated hereby or under the Basic Documents or in any way relating to the
Notes, with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Administrator.


 




    	 	32	 



     


    

 


Neither
the Owner Trustee nor the Delaware Trustee will be responsible for delays attributable to the Administrator’s failure to
deliver any information related to any communication with a Rating Agency (with respect to this section, the “Information”),
defects in the Information supplied to the Rating Agency or Administrator or other circumstances beyond the control of the Owner
Trustee or the Delaware Trustee, as applicable. In addition, neither the Owner Trustee nor the Delaware Trustee shall be under
any obligation to make any determination as to the veracity or applicability of any Information provided to it, or whether any
such Information is required to be maintained on a website or other public medium.


 




    	 	33	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective
officers as of the day and year first above written.


 


	 	AMERICAN HONDA RECEIVABLES LLC,
	 	as Depositor
	 	 
	 	By:	/s/ Paul C. Honda 
	 	 	Name: Paul C. Honda
	 	 	Title: Treasurer
	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Owner Trustee
	 	 
	 	By:	/s/ Esther
    Antoine 
	 	 	Name: Esther
    Antoine
	 	 	Title: Vice President
	 	 
	 	BNY MELLON TRUST OF DELAWARE,
	 	as Delaware Trustee
	 	 
	 	By:	/s/ JoAnn C. DiOssi 
	 	 	Name: JoAnn C. DiOssi
	 	 	Title: Vice President


 


HAROT
2018-4 

A&R Trust
Agreement 


 




    	 	S-1	 



     


    

 


EXHIBIT
A


 


FORM
OF TRUST CERTIFICATE


 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. IN ADDITION, THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS AND CONDITIONS SET FORTH IN SECTION
3.04 OF THE TRUST AGREEMENT UNDER WHICH THIS CERTIFICATE ISSUED (A COPY OF WHICH TRUST AGREEMENT IS AVAILABLE FROM THE OWNER TRUSTEE
UPON REQUEST), INCLUDING RECEIPT BY THE OWNER TRUSTEE OF AN INVESTMENT LETTER IN WHICH THE TRANSFEREE MAKES CERTAIN REPRESENTATIONS.


 


	NUMBER: R-1     Initial
    Certificate Balance: $29,689,345.94
	 
	HONDA AUTO RECEIVABLES 2018-4 OWNER
    TRUST
	 
	0.00% ASSET BACKED CERTIFICATE


 


evidencing
a fractional undivided interest in the Issuer, as defined below, the property of which includes a pool of retail installment sale
or conditional sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks).


 


(This
Trust Certificate does not represent an interest in or obligation of American Honda Receivables LLC, American Honda Finance Corporation
or any of their respective affiliates.)


 


THIS
CERTIFIES THAT American Honda Receivables LLC is the registered owner of a 100 percent nonassessable, fully-paid, undivided
interest in the Honda Auto Receivables 2018-4 Owner Trust (the “Issuer”), formed by American Honda Receivables
LLC, a Delaware limited liability company (the “Depositor”).


 


The
Issuer was created pursuant to a Trust Agreement dated as of October 2, 2018 as amended and restated by an Amended and Restated
Trust Agreement dated November 28, 2018 (as amended or supplemented from time to time, the “Trust Agreement”),
among the Depositor, The Bank of New York Mellon, as owner trustee (the “Owner Trustee”), and BNY Mellon Trust
of Delaware, as Delaware trustee (the “Delaware Trustee”) a summary of certain of the pertinent provisions
of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto
in the Trust Agreement.


 




    	 	A-1	 



     


    

 


This
Trust Certificate is one of the duly authorized certificates designated as “Asset Backed Certificates” (the “Trust
Certificates”). Issued under an Indenture dated November 28, 2018 (the “Indenture”), between
the Issuer and Citibank, N.A., as indenture trustee, are four classes of Notes designated as “Class A-1 2.60000% Asset Backed
Notes,” “Class A-2 2.98% Asset Backed Notes”, “Class A-3 3.16% Asset Backed Notes” and “Class
A-4 3.30% Asset Backed Notes” (collectively, the “Notes”). This Trust Certificate is issued under and
is subject to terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this
Trust Certificate, by virtue of its acceptance thereof, assents and by which such Certificateholder is bound. The property of
the Issuer includes, among other things, a pool of retail installment sale or conditional sale contracts for new and used Honda
and Acura motor vehicles (including automobiles and light-duty trucks) (collectively, the “Receivables”), all
monies received on or in respect of the Receivables on or after November 1, 2018, security interests in the vehicles financed
thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other
rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing.


 


It
is the intent of the Depositor, the Servicer and the Certificateholder that, solely for purposes of U.S. federal income, state
and local income tax and any other income taxes, the Issuer will be treated as a disregarded entity not separate from the sole
Certificateholder. The purchaser hereof, by acceptance of the Trust Certificates, agrees to take no action inconsistent with the
above treatment for so long as it is the sole Certificateholder.


 


Solely
in the event the Trust Certificates are held by more than a single Certificateholder, it is the intent of the Depositor, the Servicer
and the Certificateholders that, solely for purposes of U.S. federal income, state and local income and single business tax and
any other income taxes, the Issuer will be treated as a partnership and the Certificateholders will be treated as partners in
the partnership. The purchaser hereof and the other Certificateholders, by acceptance of a Trust Certificate, agree to treat,
and to take no action inconsistent with the treatment of, the Trust Certificates for such tax purposes as partnership interests
in the Issuer.


 


Each
Certificateholder, by its acceptance of a Trust Certificate, covenants and agrees that such Certificateholder will not at any
time institute against the Depositor, or join in any institution against the Depositor of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any other Basic Document.


 


Distributions
on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed
to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate
or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final
distribution on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for the purpose by the Owner
Trustee.


 


Reference
is hereby made to the further provisions of this Trust Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.


 


Unless
the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee or the authenticating
agent, by manual signature, this Trust Certificate shall not entitle the Certificateholder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.


 




    	 	A-2	 



     


    

 


THIS
TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


 


IN
WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and not in its individual capacity, has caused this Trust Certificate
to be duly executed.


 


 


	 	HONDA AUTO RECEIVABLES 2018-4 OWNER TRUST
	 	 
	 	By:	THE BANK OF NEW
    YORK MELLON,
	 	 	not in its individual capacity but solely as Owner Trustee on
    behalf of the Trust
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


OWNER
TRUSTEE’S OR AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION


 


This
is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.


 


	

        THE
        BANK OF NEW YORK MELLON,

        not in its individual capacity but solely as

        Authenticating Agent on behalf of the Trust

        

	 	THE
        BANK OF NEW YORK MELLON,

        not in its individual capacity but solely as

        Owner Trustee on behalf of the Trust

         

	By:	 	OR	By:	 
	 	Authorized Signatory	 	 	Authorized Signatory


 




    	 	A-3	 



     


    

 


[REVERSE
OF TRUST CERTIFICATE]


 


The
Trust Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Owner Trustee or any
of their respective affiliates and no recourse may be had against such parties or their assets, except as expressly set forth
or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Trust Certificate is not guaranteed
by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect
to the Receivables (and certain other amounts), all as more specifically set forth herein and in the Sale and Servicing Agreement.
A copy of each of the Sale and Servicing Agreement and the Trust Agreement may be examined by any Certificateholder upon written
request during normal business hours at the principal office of the Depositor and at such other places, if any, designated by
the Depositor.


 


The
Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the Trust Agreement at any time by the parties thereto
with the consent of the Certificateholders and Noteholders, each voting as a class, evidencing not less than a majority of the
Percentage Interests evidenced by the outstanding Trust Certificates, or a majority of the outstanding principal balance of the
Notes of each such class. Any such consent by the Certificateholder of this Trust Certificate shall be conclusive and binding
on such Certificateholder and on all future Certificateholders of this Trust Certificate and of any Trust Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Trust
Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of
the Certificateholders of any of the Trust Certificates.


 


As
provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is
registrable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or
agencies of the Certificate Registrar maintained by the Owner Trustee, accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder hereof or such Certificateholder’s
attorney duly authorized in writing, and thereupon one or more new Trust Certificates evidencing the same original certificate
balance in the Issuer will be issued to the designated transferee.


 


Except
as provided in the Trust Agreement, the Trust Certificates are issuable only as registered Trust Certificates. As provided in
the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates
evidencing the same aggregate original certificate balance, as requested by the Certificateholder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.


 


The
Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person
in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate
Registrar or any such agent shall be affected by any notice to the contrary.


 




    	 	A-4	 



     


    

 


The
obligations and responsibilities created by the Trust Agreement and the Issuer created thereby shall terminate upon the payment
to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Sale and Servicing Agreement
and the disposition of all property held as part of the Owner Trust Estate. The Servicer of the Receivables may at its option
purchase the Owner Trust Estate at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables
and other property of the Issuer will effect early retirement of the Trust Certificates; provided, however, such right of purchase
is exercisable only as of the last day of any Collection Period as of which the Pool Balance is less than or equal to 10% of the
Original Pool Balance.


 


The
Trust Certificates may not be acquired or held by a Benefit Plan Investor, a Plan that is subject to Similar Law or a person who
is not a United States Person within the meaning of Section 7701(a)(30) of the Code. By accepting and holding this Trust Certificate,
the Certificateholder hereof shall be required to have represented and warranted that it is not a Benefit Plan Investor or a Plan
that is subject to Similar Law.


 




    	 	A-5	 



     


    

 


ASSIGNMENT


 


	FOR
    VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
	 
	PLEASE INSERT
    SOCIAL SECURITY OR
	OTHER IDENTIFYING
    NUMBER OF ASSIGNEE
	 
	_________________________________________________________________________
    
	                          (Please
    print or type name and address, including postal zip code, of assignee)


 


the
within Trust Certificate, and all rights thereunder, any hereby irrevocably constitutes and appoints __________________, attorney,
to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.


 


	 	 
	 	Signature Guaranteed:
	 	 


 


NOTICE:
The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within
Trust Certificate in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed
by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include
membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


 




    	 	A-6	 



     


    

 


EXHIBIT
B


 


FORM
OF SELLER CERTIFICATE


 


_______________,
____


 


HONDA
AUTO RECEIVABLES 2018-4

OWNER TRUST

c/o THE BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2018-4


 


THE
BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2018-4


 


	Re:	Honda Auto Receivables 2018-4 Owner Trust	 
	 	Asset Backed Certificates	 


 


Dear
Sirs:


 


In
connection with our disposition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify
that (i) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”),
and are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (ii) we have
not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached
or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result
in, a violation of Section 5 of the Act.


 


	 	Very truly yours,
	 	 	 
	 	[NAME OF SELLER]
	 	 
	 	By	 
	 	 	 
	 	 	Authorized Officer


 




    	 	B-1	 



     


    

 


EXHIBIT
C


 


FORM
OF INVESTMENT LETTER


 


_______________,
___


 


HONDA
AUTO RECEIVABLES 2018-4

OWNER TRUST

c/o THE BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2018-4


 


THE
BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2018-4


 


	Re:	Honda Auto Receivables 2018-4 Owner Trust	 
	 	Asset Backed Certificates	 


 


Dear
Sirs:


 


In
connection with our acquisition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify
that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”),
or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements
of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have
such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments
in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Seller concerning the purchase
of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase
the Certificates, (d) we are acquiring the Certificates for investment for our own account and not with a view to any distribution
of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance
with clause (f) below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from,
any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action that would result
in a violation of Section 5 of the Act or any state securities laws, (f) we are not a Benefit Plan Investor or a Plan that is
subject to Similar Law and (g) we will not sell, or otherwise dispose of any Certificates unless (i) such sale, transfer or other
disposition is made pursuant to an effective registration statement under the Act and in compliance with any state securities
laws or is exempt from such registration requirements and, if requested, we will at our expense provide an Opinion of Counsel
satisfactory to the addresses of this certificate that such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (ii) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially
the same effect as this certificate and (iii) the purchaser or transferee has otherwise complied with any conditions for transfer
set forth in the Amended and Restated Trust Agreement dated November 28, 2018 among American Honda Receivables LLC, as depositor,
The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee.




    	 	C-1	 



     


    

 


	 	Very truly yours,
	 	 
	 	[NAME OF TRANSFEREE]
	 	 
	 	By	 
	 	 	 
	 	 	Authorized Officer


 




    	 	C-2	 



     


    

 


EXHIBIT
D


 


FORM
OF RULE 144A LETTER


 


_______________,
20__


 


HONDA
AUTO RECEIVABLES 2018-4

OWNER TRUST

c/o THE BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2018-4


 


THE
BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2018-4


 


 


	Re:	Honda Auto Receivables 2018-4 Owner Trust	 
	 	Asset Backed Certificates	 


Dear
Sirs:


 


In
connection with our acquisition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify
that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”),
or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements
of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and
receive answers from the Seller concerning the purchase of the Certificates and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Certificates, (d) we have not, nor has anyone acting on our behalf,
offered, transferred, pledged, sold or otherwise disposed of the Certificates or an interest in the Certificates, or solicited
any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any person
in any manner or made any general solicitation by means of general advertising or in any other manner, taken any other action
that would constitute a distribution of the Certificates under the Act or that would render the disposition of the Certificates
a violation of Section 5 of the Act or any state securities laws or require registration pursuant thereto, and we will not act,
or authorize any person to act, in such manner with respect to the Certificates, (e) we are not a Benefit Plan Investor or a Plan
that is subject to Similar Law and (f) we are a “qualified institutional buyer” as that term is defined in Rule 144A
under the Act. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the certificates for
our own account or for resale pursuant to Rule 144A and understand that such certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule
144A or (ii) pursuant to another exemption from registration under the Act.


 




    	 	D-1	 



     


    

 


	 	Very truly yours,
	 	 
	 	[NAME OF TRANSFEREE]
	 	 
	 	By	 
	 	 	 
	 	 	Authorized Officer


 




    	 	D-2	 



     


    

 


EXHIBIT
E


 


Form
of Monthly Rule 15Ga-1 Asset Repurchase Activity Report

Reporting Period: ____________

Name of Issuing Entity: HAROT 2018-4

Trustee: The Bank of New York Mellon


 ̈
Check here if the Trustee has no activity to report during Reporting
Period indicated above


 





	Name
    of

    Issuing

    Entity	Check
    if

    Registered	Name
    of

    Originator	Total
    Assets in 

    ABS by Originator1	Assets
    That Were

    Subject of

    Demand	Assets
    That Were

    Repurchased or 

    Replaced	Assets
    Pending

    Repurchase or

    Replacement 

    (within cure period)	Demand
    in Dispute	Demand
    Withdrawn	Demand
    Rejected
	(a)	(b)	(c)	(#)

    

    

    

    (d)	($)

    

    

    

    (e)	(%
    of 

    principal

    balance)

    

    (f)	(#)

    

    

    

    (g)	($)

    

    

    

    (h)	(%
    of 

    principal

    balance)

    

    (i)	(#)

    

    

    

    (j)	($)

    

    

    

    (k)	(%
    of 

    principal

    balance)

    

    (l)	(#)

    

    

    

    (m)	($)

    

    

    

    (n)	(%
    of 

    principal

    balance)

    

    (o)	(#)

    

    

    

    (p)	($)

    

    

    

    (q)	(%
    of 

    principal

    balance)

    

    (r)	(#)

    

    

    

    (s)	($)

    

    

    

    (t)	(%
    of 

    principal

    balance)

    

    (u)	(#)

    

    

    

    (v)	($)

    

    

    

    (w)	(%
    of

    principal

    balance)

    

    (x)
	Asset
    Class X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing
    Entity A CIK #	X	Originator
    1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Originator
    2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 
	Asset
    Class Y	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing
    Entity B	 	Originator
    3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 










 





 









1
Owner Trustee to provide if such information is available.




 






    	 	E-1