Exhibit 10.4




 


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 February 24, 2021


 


 


 





 






 






     


     


    

 


	 	 	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.	 	Expenses	 	 	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	 



 






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	 	 	ARTICLE Four	 	 	 	 
	 	 	ACTIONS BY OWNER TRUSTEE	 	 	 	 
	Section 4.01.	 	Prior Notice to Certificateholders with Respect to Certain Matters	 	 	10	 
	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	 	 	12	 
	 	 	ARTICLE Five	 	 	 	 
	 	 	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	 	 	 	 
	Section 5.01.	 	Establishment of Trust Account	 	 	12	 
	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	 	 	13	 
	 	 	ARTICLE Six	 	 	 	 
	 	 	AUTHORITY AND DUTIES OF OWNER TRUSTEE	 	 	 	 
	Section 6.01.	 	General Authority	 	 	14	 
	Section 6.02.	 	General Duties	 	 	14	 
	Section 6.03.	 	Action Upon Instruction	 	 	14	 
	Section 6.04.	 	No Duties Except as Specified in this Agreement or in Instructions	 	 	15	 
	Section 6.05.	 	No Action Except Under Specified Documents or Instructions	 	 	15	 
	Section 6.06.	 	Restrictions	 	 	15	 
	Section 6.07.	 	Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	 	 	16	 
	 	 	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	 	 	18	 
	Section 7.03.	 	Representations and Warranties of the Owner Trustee and the Delaware Trustee	 	 	18	 
	Section 7.04.	 	Reliance, Advice of Counsel	 	 	20	 
	Section 7.05.	 	Not Acting in Individual Capacity	 	 	20	 
	Section 7.06.	 	Owner Trustee and Delaware Trustee Not Liable for Trust Certificates or Receivables	 	 	21	 
	Section 7.07.	 	Owner Trustee or Delaware Trustee May Own Trust Certificates and Notes	 	 	21	 
	Section 7.08.	 	Duties of the Delaware Trustee	 	 	21	 





 






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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	 	 	22	 
	Section 8.02.	 	Indemnification	 	 	22	 
	Section 8.03.	 	Payments to the Owner Trustee and to the Delaware Trustee	 	 	22	 
	 	 	ARTICLE Nine	 	 	 	 
	 	 	TERMINATION OF TRUST AGREEMENT	 	 	 	 
	Section 9.01.	 	Termination of Trust Agreement	 	 	23	 
	 	 	ARTICLE Ten	 	 	 	 
	 	 	SUCCESSOR AND ADDITIONAL OWNER TRUSTEES	 	 	 	 
	Section 10.01.	 	Eligibility Requirements for Owner Trustee and Delaware Trustee	 	 	24	 
	Section 10.02.	 	Resignation or Removal of Owner Trustee or Delaware Trustee	 	 	24	 
	Section 10.03.	 	Successor Owner Trustee or Delaware Trustee	 	 	25	 
	Section 10.04.	 	Merger or Consolidation of Owner Trustee or Delaware Trustee	 	 	26	 
	Section 10.05.	 	Appointment of Co-Trustee or Separate Trustee	 	 	26	 
	 	 	ARTICLE Eleven	 	 	 	 
	 	 	MISCELLANEOUS	 	 	 	 
	Section 11.01.	 	Amendments	 	 	27	 
	Section 11.02.	 	No Legal Title to the Owner Trust Estate for the Certificateholder	 	 	29	 
	Section 11.03.	 	Limitations on Rights of Others	 	 	29	 
	Section 11.04.	 	Notices	 	 	29	 
	Section 11.05.	 	Severability	 	 	30	 
	Section 11.06.	 	Separate Counterparts; Electronic Transmission	 	 	30	 
	Section 11.07.	 	Successors and Assigns	 	 	30	 
	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	 	 	31	 
	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 February 24, 2021 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 January 11,
2021, 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 2021-1 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 or otherwise transfer
(including to Affiliates) 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, suitable or convenient 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, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to
be released to the Servicer, Administrator and third parties, if any.


 


(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 U.S. federal income,
state and local 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 U.S. federal income,
state and local 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.


 






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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.


 






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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.


 


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 U.S. 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 (or a publicly traded partnership)
taxable as a corporation for U.S. federal income, state and local income and franchise 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 U.S. federal income, state and local
income and franchise tax (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.


 


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 Code, and any corresponding provision of state law (and as the tax matters partner for any applicable state tax purposes),
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 Code, and any corresponding
provision of state law, 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 Code, and any corresponding
provision of state law, 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 Code, and any corresponding provisions of state law, 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 Code, and any
corresponding provisions of state law. 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 Code and any corresponding
provisions of state law. 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 Code, and any corresponding provision of state law, and (ii) it may suffer attributable to the management or defense
of an audit under Sections 6221 through 6241 of the Code, and any corresponding provisions of state law, or otherwise suffered
due to actions it takes with respect to and to comply with the rules under Sections 6221 through 6241 of the Code, and any
corresponding provisions of state law.


 


(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 Sections 6221 through 6241 of the Code, including Section 6226(a) of the Code, and any corresponding
provisions of state law, 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 Sections 6221 through 6241
of the Code, including Section 6226(a) of the Code, and any corresponding provisions of state law, and, to the extent
the Issuer determines such appointment necessary for it to make an election under Section 6226(a) of the Code, and any
corresponding provision of state law, 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 Code, and any corresponding provision
of state law.


 






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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 an association (or
a publicly traded partnership) taxable as a corporation for U.S. federal income and state and local 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.


 






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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):


 


(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


 






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(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.


 


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;


 






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(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.


 


(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.


 






    27 


     


    

 


(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.


 






    28 


     


    

 


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.


 






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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;
Electronic Transmission.


 


(a)           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. Delivery of an executed counterpart
of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of
the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The
words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be
deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based
recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.


 


(b)           The
Indenture Trustee, the Owner Trustee, the Delaware Trustee and the Issuer are authorized to accept written instructions, directions,
reports, notices or other communications signed manually, by way of faxed signatures, or delivered by Electronic Transmission.
In the absence of bad faith or negligence on its part, each of the Indenture Trustee, the Owner Trustee, the Delaware Trustee
and the Issuer may conclusively rely on the fact that the Person sending instructions, directions, reports, notices or other communications
or information by Electronic Transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices
or other communications or information on behalf of the party purporting to send such Electronic Transmission and, in the absence
of bad faith or negligence, shall not have any liability for any losses, liabilities, costs or expenses incurred or sustained
by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications
or information to the Indenture Trustee, the Owner Trustee, the Delaware Trustee or the Issuer, including, without limitation,
the risk of either the Indenture Trustee, the Owner Trustee, the Delaware Trustee or the Issuer acting on unauthorized instructions,
notices, reports or other communications or information, and the risk of interception and misuse by third parties.


 


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.


 






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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.


 


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.


 






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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.


 


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.


 






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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/ Christine Conway
	 	 	Name:	Christine Conway
	 	 	Title:	Vice President







 


	 	BNY MELLON TRUST OF DELAWARE,
	 	as Delaware Trustee
	 	 
	 	By:  	/s/ Kristine K. Gullo
		 	Name:	Kristine K. Gullo
	 	 	Title:	Vice President




 






    	 	S-1	HAROT 2021-1 
 A&R Trust Agreement




     


    

 


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: $40,516,674.78
	 
	HONDA AUTO RECEIVABLES 2021-1 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
2021-1 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 January 11, 2021 as amended and restated by an Amended and Restated Trust Agreement dated February 24,
2021 (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 February 24, 2021 (the “Indenture”), between the Issuer and Citibank, N.A., as indenture trustee,
are four classes of Notes designated as “Class A-1 0.12203% Asset Backed Notes,” “Class A-2 0.16% Asset
Backed Notes”, “Class A-3 0.27% Asset Backed Notes” and “Class A-4 0.42% 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 February 24, 2021, 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 and franchise tax, 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 franchise tax, 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 2021-1 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 2021-1

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 2021-1


 


THE BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2021-1


 


		Re:	Honda Auto Receivables 2021-1 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 2021-1

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 2021-1


 


THE BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2021-1


 


		Re:	Honda Auto Receivables 2021-1 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 February 24, 2021 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.


 






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


 



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EXHIBIT D


 


FORM OF RULE 144A LETTER


 


_______________, 20__


 


HONDA AUTO RECEIVABLES 2021-1

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 2021-1


 


THE BANK OF NEW YORK MELLON

240 Greenwich Street, Floor 7 West

New York, New York 10286

Attention: Asset Backed Securities Unit – HAROT 2021-1


 


		Re:	Honda Auto Receivables 2021-1 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.


 






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


 



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EXHIBIT E


 


Form of Monthly Rule 15Ga-1
Asset Repurchase Activity Report
 Reporting Period: ____________
 Name of Issuing Entity: HAROT 2021-1
 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.


 



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