Exhibit 4.1


 


Execution Copy


 


HONDA AUTO RECEIVABLES 2014-3 OWNER TRUST,

as Issuer,





and


 


the
bank of new york mellon,


as Indenture Trustee


 





 






 


INDENTURE


 


Dated August 20, 2014


  


 






 




    	 



    	 



    

 


CROSS REFERENCE TABLE*


 


	TIA Section	 	Indenture Section	 
	 	 	 	 
	310	(a)(1)	 	6.11	 
	 	(a)(2)	 	6.11	 
	 	(a)(3)	 	6.10; 6.11	 
	 	(a)(4)	 	N.A.**	 
	 	(a)(5)	 	6.11	 
	 	(b)	 	6.08; 6.11	 
	 	(c)	 	N.A.	 
	311	(a)	 	6.12	 
	 	(b)	 	6.12	 
	 	(c)	 	N.A.	 
	312	(a)	 	7.01	 
	 	(b)	 	7.02	 
	 	(c)	 	7.02	 
	313	(a)	 	7.04	 
	 	(b)(1)	 	7.04	 
	 	(b)(2)	 	7.04	 
	 	(c)	 	7.04; 11.05	 
	 	(d)	 	7.04	 
	314	(a)	 	7.03	 
	 	(b)	 	11.15	 
	 	(c)(1)	 	11.01	 
	 	(c)(2)	 	11.01	 
	 	(c)(3)	 	11.01	 
	 	(d)	 	11.01	 
	 	(e)	 	11.01	 
	 	(f)	 	11.01	 
	315	(a)	 	6.01	 
	 	(b)	 	6.05; 11.01	 
	 	(c)	 	6.01	 
	 	(d)	 	6.01	 
	 	(e)	 	5.13	 
	316	(a)	 	1.01	 
	 	(a)(1)(A)	 	5.11	 
	 	(a)(1)(B)	 	5.12	 
	 	(a)(2)	 	N.A.	 
	 	(b)	 	5.07	 
	 	(c)	 	N.A.	 
	317	(a)(1)	 	5.03	 


 





 






*          
This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture.


**         
N.A. means Not Applicable.




 




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	TIA Section	 	Indenture Section	 
	 	(a)(2)	 	5.03	 
	 	(b)	 	3.03	 
	318	(a)	 	11.07	 





 




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TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I          DEFINITIONS
    AND INCORPORATION BY REFERENCE	2
	 	 	 
	Section 1.01.	Definitions	2
	Section 1.02.	Incorporation by Reference of Trust Indenture Act	9
	Section 1.03.	Rules of Construction	9
	 	 	 
	ARTICLE II          THE
    NOTES	10
	 	 	 
	Section 2.01.	Form	10
	Section 2.02.	Execution, Authentication and Delivery	10
	Section 2.03.	Temporary Notes	10
	Section 2.04.	Note Register, Registration of Transfer and Exchange	11
	Section 2.05.	Mutilated, Destroyed, Lost or Stolen Notes	12
	Section 2.06.	Persons Deemed Owner	13
	Section 2.07.	Payment of Principal and Interest, Defaulted Interest	13
	Section 2.08.	Cancellation	14
	Section 2.09.	Book-Entry Notes	14
	Section 2.10.	Notices to Clearing Agency	15
	Section 2.11.	Definitive Notes	15
	Section 2.12.	Release of Collateral	16
	Section 2.13.	Tax Treatment	16
	Section 2.14.	Employee Benefit Plans	16
	 	 	 
	ARTICLE III          COVENANTS	16
	 	 	 
	Section 3.01.	Payment of Principal and Interest	16
	Section 3.02.	Maintenance of Office or Agency	16
	Section 3.03.	Money for Payments to be Held in Trust	17
	Section 3.04.	Existence	18
	Section 3.05.	Protection of Owner Trust Estate	19
	Section 3.06.	Opinions as to Owner Trust Estate	19
	Section 3.07.	Performance of Obligations; Servicing of Receivables	19
	Section 3.08.	Negative Covenants	21
	Section 3.09.	Annual Statement as to Compliance	22
	Section 3.10.	Issuer May Consolidate, etc., Only on Certain Terms	22
	Section 3.11.	Successor or Transferee	24
	Section 3.12.	No Other Business	24
	Section 3.13.	No Borrowing	24
	Section 3.14.	Servicer’s Obligations	24
	Section 3.15.	Guarantees, Loans, Advances and Other Liabilities	24
	Section 3.16.	Capital Expenditures	24
	Section 3.17.	Removal of Administrator	24
	Section 3.18.	Restricted Payments	24
	Section 3.19.	Notice of Events of Default	25
	Section 3.20.	Further Instruments and Acts	25
	Section 3.21.	Compliance with Laws	25


 




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	Section 3.22.	Amendments of Sale and Servicing Agreement and Trust Agreement	25
	 	 	 
	ARTICLE IV          SATISFACTION
    AND DISCHARGE	25
	 	 	 
	Section 4.01.	Satisfaction and Discharge of Indenture	25
	Section 4.02.	Application of Trust Money	26
	Section 4.03.	Repayment of Monies Held by Paying Agent	27
	 	 	 
	ARTICLE V          REMEDIES	27
	 	 	 
	Section 5.01.	Events of Default	27
	Section 5.02.	Acceleration of Maturity, Rescission and Annulment	28
	Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	29
	Section 5.04.	Remedies, Priorities	30
	Section 5.05.	Optional Preservation of the Receivables	32
	Section 5.06.	Limitation of Suits	32
	Section 5.07.	Unconditional Rights of Noteholders to Receive Principal and Interest	33
	Section 5.08.	Restoration of Rights and Remedies	33
	Section 5.09.	Rights and Remedies Cumulative	33
	Section 5.10.	Delay or Omission Not a Waiver	33
	Section 5.11.	Control by Noteholders	34
	Section 5.12.	Waiver of Past Defaults	34
	Section 5.13.	Undertaking for Costs	34
	Section 5.14.	Waiver of Stay or Extension Laws	35
	Section 5.15.	Action on Notes	35
	Section 5.16.	Performance and Enforcement of Certain Obligations	35
	 	 	 
	ARTICLE VI          THE
    INDENTURE TRUSTEE	36
	 	 	 
	Section 6.01.	Duties of Indenture Trustee	36
	Section 6.02.	Rights of Indenture Trustee	37
	Section 6.03.	Individual Rights of Indenture Trustee	39
	Section 6.04.	Indenture Trustee’s Disclaimer	39
	Section 6.05.	Notice of Defaults	39
	Section 6.06.	Reports by Indenture Trustee to Holders	39
	Section 6.07.	Compensation and Indemnity	40
	Section 6.08.	Replacement of Indenture Trustee	40
	Section 6.09.	Successor Indenture Trustee by Merger	42
	Section 6.10.	Appointment of Co-Trustee or Separate Trustee	42
	Section 6.11.	Eligibility, Disqualification	43
	Section 6.12.	Preferential Collection of Claims Against Issuer	44
	Section 6.13.	Representations and Warranties of Indenture Trustee	44
	Section 6.14.	Communications	44
	 	 	 
	ARTICLE VII          NOTEHOLDERS’
    LISTS AND REPORTS	45
	 	 	 
	Section 7.01.	Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders	45


 




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	Section 7.02.	Preservation of Information; Communications, Reports and Certain
    Documents to Noteholders	45
	Section 7.03.	Reports by Issuer	46
	Section 7.04.	Reports by Indenture Trustee	46
	 	 	 
	ARTICLE VIII          ACCOUNTS,
    DISBURSEMENTS AND RELEASES	47
	 	 	 
	Section 8.01.	Collection of Money	47
	Section 8.02.	Accounts	47
	Section 8.03.	General Provisions Regarding Accounts	48
	Section 8.04.	Release of Owner Trust Estate	49
	Section 8.05.	Opinion of Counsel	50
	 	 	 
	ARTICLE IX          SUPPLEMENTAL
    INDENTURES	50
	 	 	 
	Section 9.01.	Supplemental Indentures Without Consent of Noteholders	50
	Section 9.02.	Supplemental Indentures With Consent of Noteholders	51
	Section 9.03.	Execution of Supplemental Indentures	52
	Section 9.04.	Effect of Supplemental Indenture	53
	Section 9.05.	Conformity with Trust Indenture Act	53
	Section 9.06.	Reference in Notes to Supplemental Indentures	53
	 	 	 
	ARTICLE X          REDEMPTION
    OF NOTES	53
	 	 	 
	Section 10.01.	Redemption	53
	Section 10.02.	Form of Redemption Notice	53
	Section 10.03.	Notes Payable on Redemption Date	54
	 	 	 
	ARTICLE XI          MISCELLANEOUS	54
	 	 	 
	Section 11.01.	Compliance Certificates and Opinions, etc	54
	Section 11.02.	Form of Documents Delivered to Indenture Trustee	56
	Section 11.03.	Acts of Noteholders	57
	Section 11.04.	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	57
	Section 11.05.	Notices to Noteholders; Waiver	58
	Section 11.06.	Alternate Payment and Notice Provisions	59
	Section 11.07.	Conflict with Trust Indenture Act	59
	Section 11.08.	Effect of Headings and Table of Contents	59
	Section 11.09.	Successors and Assigns	59
	Section 11.10.	Separability	59
	Section 11.11.	Benefits of Indenture	59
	Section 11.12.	Legal Holidays	60
	Section 11.13.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	60
	Section 11.14.	Counterparts	60
	Section 11.15.	Recording of Indenture	60
	Section 11.16.	Trust Obligation	60
	Section 11.17.	No Petition	61
	Section 11.18.	Inspection	61
	Section 11.19.	[Reserved]	61
	Section 11.20.	Disclosure of Tax Treatment	61


 




    	v



    	 



    

 


	Section 11.21.	Intent of the Parties; Reasonableness	62
	Section 11.22.	Owner Trustee	62
	Section 11.23.	U.S.A. Patriot Act	62
	Section 11.24.	Communications with Rating Agencies	63


 




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SCHEDULES


 


	Schedule A – Schedule of Receivables	 	S-A-1


 


EXHIBITS


 


	Exhibit A- Form of Class [A-1],[ A-2],[ A-3] and [A-4] Note	 	A-1
	Exhibit B - Form of Note Depository Agreement	 	B-1
	Exhibit C - Servicing Criteria to be Addressed in Assessment of Compliance	 	C-1
	Exhibit D - Form of Monthly 15Ga-1 Report	 	D-1


 




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This Indenture, dated August 20, 2014,
is between Honda Auto Receivables 2014-3 Owner Trust, a Delaware statutory trust (the “Issuer”), and The Bank
of New York Mellon, as indenture trustee (the “Indenture Trustee”).


 


Each party agrees as follows for the benefit
of the other party and for the equal and ratable benefit of the holders of the Issuer’s Class A-1 0.19000% Asset Backed
Notes (the “Class A-1 Notes”), Class A-2 0.48% Asset Backed Notes (the “Class A-2 Notes”),
Class A-3 0.88% Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 1.31% Asset Backed Notes (the “Class
A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”):


 


GRANTING CLAUSE


 


The Issuer hereby Grants to the Indenture
Trustee at the Closing Date, on behalf of and for the benefit of the Holders of the Notes, without recourse, all of the Issuer’s
right, title and interest in, to and under (i) the Receivables and all monies due thereon and received thereon on and after August
1, 2014; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering
the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables
or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive
future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi)
all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial
Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights of the Seller
under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections
2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the
representations and warranties set forth in Sections 2.03 and 5.01 therein; (viii) any Servicer Letter of Credit and (ix) all
payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the foregoing as each such term is defined in Section
1.01 (collectively, the “Collateral”).


 


The foregoing Grant is made in trust to
secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably
without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement
and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture.


 


The Indenture Trustee, as Indenture Trustee
on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the
provisions of this Indenture and agrees to perform its duties as required in this Indenture to the end that the interests of the
Holders of the Notes may be adequately and effectively protected.


 




    	 



    	 



    

 


ARTICLE
I



DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1.01.         Definitions.


 


(a)          Except
as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth
below for all purposes of this Indenture.


 


“Act” shall have the
meaning specified in Section 11.03(a).


 


“Administration Agreement”
means the Administration Agreement, dated August 20, 2014, among the Administrator, the Issuer, the Depositor and the Indenture
Trustee.


 


“Administrator” means
AHFC or any successor Administrator under the Administration Agreement.


 


“AHFC” means American
Honda Finance Corporation, and its successors.


 


“Authorized Officer”
means, with respect to the Issuer, any officer of the Owner Trustee or person appointed pursuant to a power of attorney who is
authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter) and, so long as the Administration Agreement is in effect, any Assistant Vice President or more senior
officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted
upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered
by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time
thereafter).


 


“Benefit Plan” means
(a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a plan (as defined
in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, and (c) an entity whose underlying assets include
assets of a plan described in (a) or (b) by reason of such plan’s investment in the entity.


 


“Book-Entry Notes” means
a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as
described in Section 2.09.


 


“Business Day” means
any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York, New York, Los Angeles,
California, Chicago, Illinois, St. Paul, Minnesota or Wilmington, Delaware are authorized or obligated by law, executive order
or governmental decree to be closed.


 


“Class” means all Notes
whose form is identical except for variation in denomination, principal amount or owner.


 


“Class A-1 Interest Rate”
means 0.19000% per annum (computed on the basis of the actual number of days in the related Interest Accrual Period divided by
360).


 




    	2



    	 



    

 


“Class A-1 Notes” means
the Class A-1 0.19000% Asset Backed Notes, substantially in the form of Exhibit A.


 


“Class A-2 Interest Rate”
means 0.48% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).


 


“Class A-2 Notes” means
the Class A-2 0.48% Asset Backed Notes, substantially in the form of Exhibit A.


 


“Class A-3 Interest Rate”
means 0.88% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).


 


“Class A-3 Notes” means
the Class A-3 0.88% Asset Backed Notes, substantially in the form of Exhibit A.


 


“Class A-4 Interest Rate”
means 1.31% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).


 


“Class A-4 Notes” means
the Class A-4 1.31% Asset Backed Notes, substantially in the form of Exhibit A.


 


“Clearing Agency” means
an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, which initially shall
be The Depository Trust Company.


 


“Clearing Agency Participant”
means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing Agency.


 


“Closing Date” means
August 20, 2014.


 


“Code” means the Internal
Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.


 


“Collateral” has the
meaning specified in the Granting Clause of this Indenture.


 


“Corporate Trust Office”
means an office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which
office at the date of execution of this Indenture is located at 101 Barclay Street, Floor 7 East, New York, New York 10286, Attention:
Corporate Trust Administration, Asset Backed Securities Unit - Honda Auto Receivables 2014-3, or at such other address as the
Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust
office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders
and the Issuer.


 


“Default” means any
occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“Definitive Notes” shall
have the meaning specified in Section 2.11.


 




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“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended.


 


“Event of Default” shall
have the meaning specified in Section 5.01.


 


“Executive Officer”
means, with respect to any corporation or depository institution, the Chief Executive Officer, Chief Operating Officer, Chief
Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation
or depository institution; and with respect to any partnership, any general partner thereof.


 


“Final Payment Date”
has the meaning set forth in the Sale and Servicing Agreement.


 


“Fitch” means Fitch
Ratings, Inc., or its successors.


 


“Grant” means mortgage,
pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security
interest in and a right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral
or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting
party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and
interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the
granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive
thereunder or with respect thereto.


 


“Holder” means the Person
in whose name a Note is registered on the Note Register.


 


“Honda Parties” shall
have the meaning specified in Section 7.02(e).


 


“Honda Party” shall
have the meaning specified in Section 7.02(e).


 


“Indenture” means this
Indenture, as amended or supplemented from time to time.


 


“Indenture Trustee”
means The Bank of New York Mellon, a banking corporation organized under the laws of the State of New York, as Indenture Trustee
under this Indenture, or any successor Indenture Trustee under this Indenture.


 


“Independent” means,
when used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor on
the Notes, the Seller and any of their respective Affiliates, (ii) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller or any of their respective Affiliates and (iii)
is not connected with the Issuer, any such other obligor, the Seller or any of their respective Affiliates as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar functions.


 


“Independent Certificate”
means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order
and approved by the Indenture Trustee, and such opinion or certificate shall state that the signer has read the definition of
“Independent” in this Indenture and that the signer is Independent within the meaning thereof.


 




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“Interest Accrual Period”
means, subject to Section 11.12 hereof, with respect to any Payment Date and (i) the Class A-1 Notes, the period from and including
the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) to but excluding such Payment
Date and (ii) the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the period from and including the 15th day of
the prior month (or, in the case of the first Payment Date, the Closing Date) to but excluding the 15th day of the month of such
Payment Date.


 


“Interest Rate” means
the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate or the Class A-4 Interest Rate, as applicable.


 


“Issuer” means Honda
Auto Receivables 2014-3 Owner Trust until a successor replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the Notes.


 


“Issuer Order” or “Issuer
Request” means a written order or request signed in the name of the Issuer by any Authorized Officer and delivered to
the Indenture Trustee.


 


“Note Depository Agreement”
means the agreement dated August 20, 2014, among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial
Clearing Agency, relating to the Notes, substantially in the form of Exhibit B hereto.


 


“Noteholder” or “Holder”
means the Person in whose name a Note is registered on the Note Register.


 


“Note Owner” means,
with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of
the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency
Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).


 


“Note Register” and
“Note Registrar” shall have the respective meanings specified in Section 2.04.


 


“Notes” means the Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes.


 


“Officer’s Certificate”
means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01, and delivered to the Indenture Trustee. Unless otherwise specified, any reference
in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of the Issuer.


 




    	5



    	 



    

 


“Opinion of Counsel”
means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be an employee
of or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed
to the Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of Section 11.01 and shall be in
form and substance satisfactory to the Indenture Trustee.


 


“Outstanding” means,
as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:


 


(i)          Notes
theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;


 


(ii)         Notes
or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee
or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision for such notice has been made, satisfactory to the
Indenture Trustee); and


 


(iii)        Notes
cancelled or paid pursuant to Section 2.05 in exchange for or in lieu of which other Notes have been authenticated and delivered
pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona
fide Protected Purchaser;


 


provided, that in determining whether the Holders of the requisite
Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any
other Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any of their respective Affiliates
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee
knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding
if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such
Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of their respective
Affiliates.


 


“Outstanding Amount”
means, except as otherwise indicated by the context, the aggregate principal amount of all Notes of all Classes Outstanding at
the date of determination.


 


“Owner Trust Estate”
means the Grant of the Collateral to the Indenture Trustee under this Indenture, including all proceeds thereof.


 


“Owner Trustee” means
Deutsche Bank Trust Company Delaware, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or
any successor Owner Trustee under the Trust Agreement.


 


“Paying Agent” means
the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section
6.11 and is authorized by the Issuer to make payments to and distributions from the Collection Account and the Note Distribution
Account, including payments of principal of or interest on the Notes on behalf of the Issuer.


 




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“Payment Date” means
the 15th calendar day of each month, or if such day is not a Business Day, then the next succeeding Business Day, commencing September
15, 2014.


 


“Person” means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or
any agency or political subdivision thereof.


 


“Predecessor Note” means,
with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such
particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen
Note.


 


“Proceeding” means any
suit in equity, action at law or other judicial or administrative proceeding.


 


“Protected Purchaser”
shall have the meaning set forth in Article 8 of the UCC.


 


“Rating Agency” means
each of Fitch and S&P.


 


“Rating Agency Condition”
means, with respect to any action, that each Rating Agency shall have been given ten Business Days (or such shorter period as
is practicable or acceptable to each Rating Agency) prior notice thereof and within ten Business Days of each Rating Agency’s
receipt of such notice (or such shorter period as is practicable or acceptable to each Rating Agency) such Rating Agency shall
not have notified the Seller, the Servicer, the Indenture Trustee and the Owner Trustee in writing that such action will result
in a qualification, reduction or withdrawal of the then current rating of the Notes.


 


“Record Date” means,
with respect to a Payment Date or Redemption Date, the day immediately preceding such Payment Date or Redemption Date or, if Definitive
Notes have been issued, the close of business on the last day of the month immediately preceding the month in which such Payment
Date or Redemption Date occurs.


 


“Redemption Date” means,
in the case of a redemption of the Notes pursuant to Section 10.01, the Payment Date specified by the Servicer or the Issuer pursuant
to Section 10.01.


 


“Redemption Price” means,
in the case of a redemption of the Notes pursuant to Section 10.01, an amount equal to the unpaid principal amount of the Notes
redeemed plus accrued and unpaid interest thereon at the weighted average of the Interest Rates for each Class of Notes being
so redeemed to but excluding the Redemption Date.


 


“Registered Holder”
means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.


 




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“Regulation AB” means
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended
from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting
release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff
of the Commission, or as may be provided by the Commission or its staff from time to time.


 


“Repurchase Rules and Regulations”
shall have the meaning specified in Section 7.02(e).


 


“S&P” means Standard
& Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and any successor or successors
thereto.


 


“Sale and Servicing Agreement”
means the Sale and Servicing Agreement, dated August 20, 2014, among the Issuer, the Seller and the Servicer.


 


“Schedule of Receivables”
means the list of the Receivables set forth in Schedule A hereto.


 


“Securities Act” means
the Securities Act of 1933, as amended.


 


“Servicer” means American
Honda Finance Corporation, in its capacity as servicer under the Sale and Servicing Agreement, and any Successor Servicer thereunder.


 


“Servicing Criteria”
means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.


 


“Sponsor” means American
Honda Finance Corporation, in its capacity as sponsor under the Sale and Servicing Agreement, and any Successor Sponsor thereunder.


 


“State” means any one
of the 50 states of the United States or the District of Columbia.


 


“Seller” means American
Honda Receivables LLC, in its capacity as seller under the Sale and Servicing Agreement, and its successors.


 


“Subcontractor” means
any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the asset-backed securities market) of the Receivables but performs one or more material discrete
functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the
Servicer or a Subservicer.


 


“Subservicer” means
any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether
directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be
performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.


 


“Trust Indenture Act”
or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically
provided.


 




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“UCC” means, unless
the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to
time.


 


“United States” means
the United States of America.


 


(b)          Except
as otherwise specified herein or as the context may otherwise require, capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Sale and Servicing Agreement.


 


Section 1.02.         Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission” means the Securities
and Exchange Commission.


 


“indenture securities” means
the Notes.


 


“indenture security holder”
means a Noteholder.


 


“indenture to be qualified”
means this Indenture.


 


“indenture trustee” or “institutional
trustee” means the Indenture Trustee.


 


“obligor” on the indenture
securities means the Issuer and any other obligor on the indenture securities.


 


All other TIA terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned
to them by such definitions.


 


Section 1.03.         Rules
of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) an accounting term
not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect
from time to time; (iii) “or” is not exclusive; (iv) “including” means including without limitation; (v)
words in the singular include the plural and words in the plural include the singular; (vi) any agreement, instrument or statute
defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument
or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; (vii) references to a Person are also to its permitted successors
and assigns; (viii) the words “hereof”, “herein” and “hereunder” and words of similar import
when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture; (ix)
the term “proceeds” shall have the meaning set forth in the applicable UCC; and (x) Section, subsection and Schedule
references contained in this Indenture are references to Sections, subsections and Schedules in or to this Indenture unless otherwise
specified.


 




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ARTICLE
II


 


THE
NOTES


 


Section 2.01.         Form.
The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, in each case together with the Indenture
Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A, with such appropriate
insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined
by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.


 


Definitive Notes shall be typewritten,
printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all
as determined by the officers executing such Notes, as evidenced by their execution of such Notes.


 


Each Note shall be dated the date of its
authentication. The terms of the Notes are the terms of this Indenture.


 


Section 2.02.         Execution,
Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals
who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the
date of such Notes.


 


The Indenture Trustee shall, upon Issuer
Order, authenticate and deliver for original issue the following aggregate principal amount of Notes: (i) $256,400,000 of Class
A-1 Notes, (ii) $299,300,000 of Class A-2 Notes, (iii) $334,300,000 of Class A-3 Notes and (iv) $110,000,000 of Class A-4 Notes.
The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time
may not exceed such respective amounts except as provided in Section 2.05.


 


Each Note shall be dated the date of its
authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of
$1,000 in excess thereof.


 


No Note shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.


 


Section 2.03.         Temporary
Notes. Pending the preparation of Definitive Notes pursuant to Section 2.11, the Issuer may execute, and upon receipt of an
Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten,
mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution
of such Notes.


 




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If temporary Notes are issued, the Issuer
shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.02, without charge to the related Holder. Upon surrender for cancellation of any one or
more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor,
a like tenor and principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall
in all respects be entitled to the same benefits under this Indenture as Definitive Notes.


 


Section 2.04.         Note
Register, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”)
in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and
the registration of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar” for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer
shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.


 


If a Person other than the Indenture Trustee
is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment
of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall
have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Holders of the Notes and the principal amounts and number of such Notes.


 


Upon surrender for registration of transfer
of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, provided that the requirements
of Section 8-401 of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in
any authorized denominations, of a like aggregate principal amount.


 


At the option of the Holder, Notes may
be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender
of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, provided that the requirements
of Section 8-401 of the UCC are met (as determined by the Issuer), the Issuer shall execute, and the Indenture Trustee shall authenticate
and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.


 




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All Notes issued upon any registration
of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.


 


Every Note presented or surrendered for
registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note
Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”)
or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.


 


No service charge shall be made to a Holder
for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.


 


The preceding provisions of this Section
notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes
selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.


 


Section 2.05.         Mutilated,
Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, (ii) there is delivered to the Indenture
Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless and (iii) the
requirements of Section 8-405 of the UCC are met, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture
Trustee that such Note has been acquired by a Protected Purchaser, the Issuer shall execute, and upon its written request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note of the same Class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing
a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date
without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a Protected Purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to
whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer
or the Indenture Trustee in connection therewith.


 




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Upon the issuance of any replacement Note
under this Section, the Issuer or the Indenture Trustee may require the payment by the Holder of such Note of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including
the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith.


 


Every replacement Note issued pursuant
to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual
obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


 


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.


 


Section 2.06.         Persons
Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any
of their respective agents may treat the Person in whose name any Note is registered (as of the day of determination) as the owner
of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any of their respective agents
shall be affected by notice to the contrary.


 


Section 2.07.         Payment
of Principal and Interest, Defaulted Interest.


 


(a)          Each
Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment
Date as specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable
on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage
prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive
Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee
of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available
funds to the account designated by such nominee and except for the final installment of principal payable with respect to such
Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The
funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.


 




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(b)          The
principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date
on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing
not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided
in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business 5 Business
Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note
will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that
such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be
mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final
payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section
1.02(a)(iii) of the Administration Agreement.


 


(c)          If
the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest
to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to
the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at
least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid.


 


Section 2.08.         Cancellation.
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The
Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder
which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture
Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except
as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance
with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed
of by the Indenture Trustee.


 


Section 2.09.         Book-Entry
Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-Entry
Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s
interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes (the “Definitive
Notes”) have been issued to such Note Owners pursuant to Section 2.11:


 


(i)          the
provisions of this Section shall be in full force and effect;


 




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(ii)         the
Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture
(including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the
sole holder of the Notes, and shall have no obligation to the Note Owners;


 


(iii)        to
the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section
shall control;


 


(iv)        the
rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and
agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository
Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing
Agency Participants; and


 


(v)         whenever
this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a
specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent
that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture
Trustee.


 


Section 2.10.         Notices
to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all
such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no
obligation to such Note Owners.


 


Section 2.11.         Definitive
Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing
or able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee
nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee
in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event
of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority
of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing
Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests
of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through
the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes
to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes
by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate
the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected
in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders hereunder.


 




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Section 2.12.         Release
of Collateral. Subject to Section 11.01 and the terms of the other Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion
of Counsel and (except in the case of a full redemption under Section 10.01) Independent Certificates in accordance with TIA §§
314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require
any such Independent Certificates.


 


Section 2.13.         Tax
Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes
including federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness
secured by the Owner Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note
(and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for all purposes
including federal, state and local income, single business and franchise tax purposes as indebtedness.


 


Section 2.14.         Employee
Benefit Plans. The transfer of a Definitive Note shall not be registered unless the prospective transferee has represented
in writing to the Indenture Trustee that either (i) it is not a Benefit Plan or any other plan subject to a law that is substantially
similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) and is not acting on behalf of or investing
the assets of a Benefit Plan or any other plan subject to Similar Law or (ii) its acquisition, holding and disposition of the
Definitive Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
because it will be covered by a United States Department of Labor prohibited transaction class exemption or by some other applicable
statutory or administrative exemption and will not cause a nonexempt violation of any Similar Law. Any Person that acquires a
beneficial interest in a Book-Entry Note with the assets of a Benefit Plan or any other plan subject to Similar Law shall be deemed
to make the same representations as set forth above in this Section 2.14.


 


ARTICLE
III



COVENANTS


 


Section 3.01.         Payment
of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to Section 8.02(c), the Issuer
will cause to be distributed all amounts on deposit in the Note Distribution Account on a Payment Date deposited therein in accordance
with Section 8.02(d). Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.


 


Section 3.02.         Maintenance
of Office or Agency. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect
of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent
for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change
in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall
fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands, provided that the Indenture Trustee shall not serve as an agent or office for the purpose of service of process
on behalf of the Issuer.


 




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Section 3.03.         Money
for Payments to be Held in Trust. As provided in Sections 5.04 and 8.02, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account pursuant
to Section 8.02(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.


 


On or before the Business Day immediately
preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Collection Account (to
be transferred to the Note Distribution Account on the related Payment Date) an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying
Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act.


 


The Issuer will cause each Paying Agent
other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall
agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section, that such Paying Agent will:


 


(i)          hold
all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons
as herein provided;


 


(ii)         give
the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge
in the making of any payment required to be made with respect to the Notes;


 


(iii)        at
any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;


 


(iv)        immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at
any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and


 




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(v)         comply
with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.


 


The Issuer may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent
to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the
Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.


 


Subject to applicable laws with respect
to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with
respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from
such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability
of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that
the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and written
direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such
money then remaining will be repaid to or for the account of the Issuer. The Indenture Trustee shall also adopt and employ, at
the expense and written direction of the Issuer, any other reasonable means of notification of such repayment (including, but
not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption
or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee
or of any Paying Agent, at the last address of record for each such Holder).


 


Section 3.04.         Existence.
The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware
(unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United
States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction)
and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or
agreement included in the Owner Trust Estate, including all licenses required under the Pennsylvania Motor Vehicle Sales Finance
Act and Maryland Code Financial Institutions, Title 11, Subtitle 4, as applicable, in connection with this Agreement and the other
Basic Documents and the transactions contemplated hereby and thereby until such time as the Issuer shall terminate in accordance
with the terms hereof.


 




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Section 3.05.         Protection
of Owner Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture
Trustee on behalf of the Noteholders to be prior to all other liens in respect of the Owner Trust Estate, and the Issuer shall
take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first
lien on and a first priority, perfected security interest in the Owner Trust Estate. The Issuer will from time to time execute
and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, all as prepared by the Administrator and delivered to the Issuer, and will take such
other action necessary or advisable to:


 


(i)          grant
more effectively any portion of the Owner Trust Estate;


 


(ii)         maintain
or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively
the purposes hereof;


 


(iii)        perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;


 


(iv)        enforce
any of the Collateral;


 


(v)         preserve
and defend title to the Owner Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Owner Trust Estate
against the claims of all persons and parties; or


 


(vi)        pay
all taxes or assessments levied or assessed upon the Owner Trust Estate when due.


 


Section 3.06.         Opinions
as to Owner Trust Estate.


 


(a)          Promptly
after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to
the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed
and filed that are necessary to create and continue the Indenture Trustee’s first priority perfected security interest in
the collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of
Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.


 


(b)          Within
90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months
after the Cutoff Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel, dated as of a date during such
90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to create and continue the Indenture Trustee’s first priority perfected
security interest in the collateral for the benefit of the Noteholders, and reciting the details of such filings or referring
to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security
interest.


 


Section 3.07.         Performance
of Obligations; Servicing of Receivables.


 


(a)          The
Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release
any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the
Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the other
Basic Documents or such other instrument or agreement.


 




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(b)          The
Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action
taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing
its duties under this Indenture.


 


(c)          The
Issuer will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained
in this Indenture, the other Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including
but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed
by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein
and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate
any Basic Document or any provision thereof without the written consent of the Indenture Trustee or the Holders of at least a
majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision.


 


(d)          If
the Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly provide written notice to a
Responsible Officer of the Indenture Trustee and to the Administrator thereof, and shall specify in such notice the action, if
any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to
perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall
take all reasonable steps available to it to remedy such failure. The Administrator shall, in accordance with Section 1.02(c)
of the Administration Agreement, make such notice available to each Rating Agency.


 


(e)          As
promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant
to Section 7.01 of the Sale and Servicing Agreement, the Indenture Trustee shall appoint a Successor Servicer, and such Successor
Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that
a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer,
the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may
resign as the Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such
duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement as provided
below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under
the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial
institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle
receivables and (ii) enter into a servicing agreement with the Issuer and the Seller having substantially the same provisions
as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the
notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition
a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Issuer may make
such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set
forth below and in the Sale and Servicing Agreement, and in accordance with Section 7.02 of the Sale and Servicing Agreement,
the Issuer and the Seller shall enter into an agreement with such successor for the servicing of the Receivables (such agreement
to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s
duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article Six shall be inapplicable (except as set forth in the proviso contained
in Section 6.01(a)) to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables.
In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee
shall be entitled to appoint as Servicer any one of its Affiliates or agents, provided that it shall be fully liable for the actions
and omissions of such Affiliate or agent in such capacity as Successor Servicer.


 




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(f)          Upon
any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly
notify a Responsible Officer of the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the
Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer.


 


Section 3.08.         Negative
Covenants. So long as any Notes are Outstanding, the Issuer shall not:


 


(i)          except
as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture
Trustee;


 


(ii)         claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly
withheld from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder
by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate;


 


(iii)        (A)
permit the validity or effectiveness of this Indenture to be impaired, or permit the lien created by this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with
respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim,
security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Owner Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax
liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and
arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien created by this Indenture not
to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest
in the Owner Trust Estate; or


 




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(iv)        dissolve
or liquidate in whole or in part.


 


Section 3.09.         Annual
Statement as to Compliance.


 


(a)          The
Issuer will deliver to the Indenture Trustee, within 90 days after the end of each fiscal year of the Issuer (commencing with
the fiscal year ended March 31, 2015), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s
Certificate, that:


 


(i)          a
review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized
Officer’s supervision; and


 


(ii)         to
the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year or, if there has been a default in its compliance with any such condition or covenant,
specifying each such default known to such Authorized Officer and the nature and status thereof.


 


(b)          On
or before June 1st of each calendar year in which a Form 10-K is required to be filed on behalf of the Issuer, commencing in 2015,
the Indenture Trustee shall deliver to the Issuer and the Administrator a report regarding the Indenture Trustee’s
assessment of compliance with each of the Servicing Criteria specified on Exhibit C hereto during the immediately preceding reporting
year accompanied by an attestation report by a registered public accounting firm, in each case as required under Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture
Trustee, and shall address each of the Servicing Criteria specified on Exhibit C hereto.


 


Section 3.10.         Issuer
May Consolidate, etc., Only on Certain Terms.


 


(a)          The
Issuer shall not consolidate or merge with or into any other Person, unless:


 


(i)          the
Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing
under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal
of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture, and each other
Basic Document, on the part of the Issuer to be performed or observed;


 


(ii)         immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(iii)        the
Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)        the
Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;


 




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(v)         any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and


 


(vi)        the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe
the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger
comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied
with (including any filing required by the Exchange Act).


 


(b)          The
Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner
Trust Estate, to any Person (except as expressly permitted by the Basic Documents), unless:


 


(i)          the
Person that acquires by conveyance or transfer the properties or assets of the Issuer shall (A) be a United States citizen or
a Person organized and existing under the laws of the United States or any State, (B) expressly assume, by an indenture supplemental
hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment
of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture
and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree
by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate
to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify,
defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture
and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then
one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act
in connection with the Notes;


 


(ii)         immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;


 


(iii)        the
Rating Agency Condition shall have been satisfied with respect to such transaction;


 


(iv)        the
Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect
that such transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder;


 


(v)         any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and


 


(vi)        the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe
the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer
and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by the Exchange Act).


 




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Section 3.11.         Successor
or Transferee.


 


(a)          Upon
any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation
or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.


 


(b)          Upon
a conveyance or transfer of all of the properties or assets of the Issuer pursuant to Section 3.10(b), the Issuer will be released
from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the
Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.


 


Section 3.12.         No
Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing
the Receivables in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto.


 


Section 3.13.         No
Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for (i) the Notes and (ii) any other indebtedness permitted by or arising under the other Basic Documents.


 


Section 3.14.         Servicer’s
Obligations. The Issuer shall cause the Servicer to comply with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale
and Servicing Agreement.


 


Section 3.15.         Guarantees,
Loans, Advances and Other Liabilities. Except as contemplated by the Basic Documents, the Issuer shall not make any loan or
advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment
or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently
to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any
other Person.


 


Section 3.16.         Capital
Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).


 


Section 3.17.         Removal
of Administrator. So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such removal.


 


Section 3.18.         Restricted
Payments. Except as expressly permitted by the Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or
equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, (a) distributions as contemplated by, and to the extent funds
are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement, (b) payments to the Indenture Trustee
pursuant to Section 1.02(b)(ii) of the Administration Agreement and (c) payments pursuant to the Indenture or the Sale and Servicing
Agreement. The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in
accordance with this Indenture and the Basic Documents.


 




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Section 3.19.         Notice
of Events of Default. The Issuer shall give a Responsible Officer of the Indenture Trustee and each Rating Agency prompt written
notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under
the Sale and Servicing Agreement.


 


Section 3.20.         Further
Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.


 


Section 3.21.         Compliance
with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually
or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this
Indenture or any Basic Document.


 


Section 3.22.         Amendments
of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 9.01 of the Sale
and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee
or the Holders of the Notes consent to amendments thereto as provided therein.


 


ARTICLE
IV



SATISFACTION AND DISCHARGE


 


Section 4.01.         Satisfaction
and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights
of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12,
3.13, 3.20 and 3.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and
the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction
and discharge of this Indenture with respect to the Notes, when


 


(i)          either


 


(A)         all
Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section
3.03) have been delivered to the Indenture Trustee for cancellation or


 




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(B)         all
Notes not theretofore delivered to the Indenture Trustee for cancellation


 


(1)         have
become due and payable,


 


(2)         will
become due and payable at the Class A-4 Final Payment Date within one year, or


 


(3)         are
to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice
of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer,


 


and the Issuer, in the case of clauses (1), (2) or
(3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations
of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust for
such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to
the Indenture Trustee for cancellation when due to the related Final Payment Date or Redemption Date (if Notes shall have been
called for redemption pursuant to Section 10.01), as the case may be;


 


(ii)         the
Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf
of the Indenture Trustee for the benefit of the Noteholders, under this Indenture or the Notes; and


 


(iii)        the
Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA
or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable
requirements of Section 11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for
relating to the satisfaction and discharge of this Indenture have been complied with.


 


Section 4.02.         Application
of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in trust in a segregated
non-interest bearing account and applied by it, (a) in accordance with the provisions of the Notes, the Sale and Servicing Agreement
and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the
Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds
of the Issuer except to the extent required herein or in the Sale and Servicing Agreement or required by law and (b) in accordance
with instructions from the Administrator, on which instructions the Indenture Trustee may conclusively rely.


 







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Section 4.03.         Repayment
of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03
and thereupon such Paying Agent shall be released from all further liability with respect to such monies.





 


ARTICLE
V



REMEDIES


 


Section 5.01.         Events
of Default. “Event of Default”, wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):


 


(i)          default
by the Issuer in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue
for a period of five days;


 


(ii)         default
by the Issuer in the payment of the principal of or any installment of the principal of any Note at the Final Payment Date for
such Class of Notes;


 


(iii)        default
in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement,
a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation
or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection
herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default
shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured, for a period of 30 days after there shall have been given, by registered or
certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25%
of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to
be remedied and stating that such notice is a “Notice of Default” hereunder;


 


(iv)        the
filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial
part of the Owner Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
of the Issuer or for any substantial part of the Owner Trust Estate, or ordering the winding-up or liquidation of the Issuer’s
affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or


 


(v)         the
commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any
such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Issuer or for any substantial part of the Owner Trust Estate, or the making by
the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as
such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.


 




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The Issuer shall deliver to a Responsible
Officer of the Indenture Trustee, within five days after the occurrence thereof, written notice in the form of an Officer’s
Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii)
above, its status and what action the Issuer is taking or proposes to take with respect thereto.


 


Section 5.02.         Acceleration
of Maturity, Rescission and Annulment.


 


(a)          If
an Event of Default should occur and be continuing, then and in every such case the Holders of Notes representing not less than
a majority of the Outstanding Amount or the Indenture Trustee, at the request or direction of the Holders of Notes representing
not less than a majority of the Outstanding Amount, may declare all the Notes to be immediately due and payable, by a notice in
writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal
amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately
due and payable.


 


(b)          At
any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money
due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of Notes representing a majority
of the Outstanding Amount, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:


 


(i)          the
Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:


 


(A)         all
payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if
the Event of Default giving rise to such acceleration had not occurred;


 


(B)         all
sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and its agents and counsel; and


 


(ii)         all
Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.12.


 


No such rescission shall affect any subsequent default or impair
any right consequent thereto.


 




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Section 5.03.         Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee.


 


(a)          The
Issuer covenants that if the Notes are accelerated following the occurrence of an Event of Default, the Issuer will, upon demand
of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on such
Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall
be legally enforceable, on overdue installments of interest at the related Interest Rate and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.


 


(b)          In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee
of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding
to judgment or final decree and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or
decreed to be payable.


 


(c)          If
an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its
discretion, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.


 


(d)          In
case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership
interest in the Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator,
sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes,
or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal
of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the
Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention
in such Proceedings or otherwise:


 


(i)          to
file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and
to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including
any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed
in such Proceedings;


 




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(ii)         unless
prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby
trustee or Person performing similar functions in any such Proceedings;


 


(iii)        to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and


 


(iv)        to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property;


 


and any trustee, receiver, liquidator, custodian or other similar
official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and,
in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.


 


(e)          Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights
of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding
except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.


 


(f)          All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any
such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee,
each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders
of the Notes.


 


(g)          In
any Proceedings brought by the Indenture Trustee (including any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of
the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.


 


Section 5.04.         Remedies,
Priorities.


 


(a)          If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject
to Sections 5.02 and 5.05):


 




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(i)          institute
Proceedings in its own name and/or as trustee of an express trust for the collection of all amounts then payable on the Notes
or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from
the Issuer and any other obligor upon such Notes monies adjudged due;


 


(ii)         institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Owner Trust Estate;


 


(iii)        exercise
any remedies of a secured party under the UCC and any other remedy available to the Indenture Trustee and take any other appropriate
action to protect and enforce the rights and remedies of the Indenture Trustee on behalf of the Noteholders under this Indenture;
and


 


(iv)        sell
the Owner Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;


 


provided, however, that the Indenture Trustee may not sell
or otherwise liquidate the Owner Trust Estate following an Event of Default, unless (A) the Holders of 100% of the Outstanding
Amount consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and Certificateholders are
sufficient to discharge in full all amounts then due and unpaid upon such Notes and Certificates for principal and interest or
(C) the Indenture Trustee determines that the Owner Trust Estate will not continue to provide sufficient funds for the payment
of principal of and interest on the Notes and Certificates as would have become due if the Notes and Certificates had not been
declared due and payable, and the Indenture Trustee obtains the consent of Holders of 100% of the Outstanding Amount. In determining
such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain, at
the expense of the Issuer, and rely upon an opinion of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.


 


(b)          If
the Indenture Trustee collects any money or property pursuant to this Article, it shall pay out the money or property in the following
order and priority:


 


(i)          on
a pro rata basis, to the Indenture Trustee and the Owner Trustee, any amounts due under the Trust Agreement or Section 6.07 hereof;


 


(ii)         to
the Servicer, for amounts due and unpaid in respect of Nonrecoverable Advances under the Sale and Servicing Agreement;


 


(iii)        to
the Servicer, for amounts due and unpaid in respect of the Total Servicing Fee under the Sale and Servicing Agreement;


 


(iv)        [Reserved]


 


(v)         to
the Holders of the Notes of each Class, the Note Interest Distributable Amount ratably in proportion to the Note Interest Distributable
Amount for each Class at their respective Interest Rates;


 




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(vi)        to
the Holders of Class A-1 Notes, the outstanding principal amount of the Class A-1 Notes, until the Class A-1 Notes are paid in
full;


 


(vii)       to
the Holders of the Class A-2, Class A-3 and Class A-4 Notes, pro rata in proportion to the Outstanding principal amount of each
Class, until the Class A-2, Class A-3 and Class A-4 Notes are paid in full;


 


(viii)      to
the Certificate Distribution Account for distribution to the Holders of the Trust Certificates, the Certificate Interest Distributable
Amount;


 


(ix)         to
the Certificate Distribution Account for distribution to the Holders of the Trust Certificates, the outstanding principal amount
of the Trust Certificates; and


 


(x)          to
the Seller, any remaining amount.


 


The Indenture Trustee may fix a record date and payment date
for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each
Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.


 


Section 5.05.         Optional
Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need
not, elect to maintain possession of the Owner Trust Estate. It is the desire of the parties hereto, the Noteholders that there
be at all times sufficient funds for the payment of any principal of and interest on the Notes, and the Indenture Trustee shall
take such desire into account when determining whether or not to maintain possession of the Owner Trust Estate. In determining
whether to maintain possession of the Owner Trust Estate, the Indenture Trustee may, but need not, obtain, at the expense of the
Issuer, and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility
of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.


 


Section 5.06.         Limitation
of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(i)          such
Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;


 


(ii)         the
Holders of not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding
in respect of such Event of Default in its own name as Indenture Trustee hereunder;


 


(iii)        such
Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in complying with such request;


 




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(iv)        the
Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings;
and


 


(v)         no
direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders
of a majority of the Outstanding Amount.


 


It is understood and intended that no one or more Holders of
Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the manner herein provided.


 


In the event the Indenture Trustee shall
receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less
than a majority of the Outstanding Amount, the Indenture Trustee in its sole discretion may determine what action, if any, shall
be taken, notwithstanding any other provisions of this Indenture. The Indenture Trustee shall not be liable for any such determination
made in good faith.


 


Section 5.07.         Unconditional
Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if
any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of
redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.


 


Section 5.08.         Restoration
of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders
shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder,
and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding
had been instituted.


 


Section 5.09.         Rights
and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other appropriate right or remedy.


 


Section 5.10.         Delay
or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or
remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such
Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee
or by the Noteholders, as the case may be.


 




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Section 5.11.         Control
by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes
or exercising any trust or power conferred on the Indenture Trustee; provided that:


 


(i)          such
direction shall not be in conflict with any rule of law or with this Indenture;


 


(ii)         subject
to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the
Holders of Notes representing not less than 100% of the Outstanding Amount;


 


(iii)        if
the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate
pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the
Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and


 


(iv)        the
Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.


 


Notwithstanding the rights of Noteholders set forth in this
Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified
or might materially adversely affect the rights of any Noteholders not consenting to such action.


 


Section 5.12.         Waiver
of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Amount may waive any past Default or Event of Default and its
consequences except a Default (i) in payment of principal of or interest on any of the Notes or (ii) in respect of a covenant
or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such
waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall respectively be restored to their former positions
and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right
consequent thereto. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred,
and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this
Indenture.


 


Section 5.13.         Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture
Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees and reasonable expenses, against any party
litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by
any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount or (iii)
any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the
respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).


 




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Section 5.14.         Waiver
of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to
the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.


 


Section 5.15.         Action
on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not
be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the
lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery
of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion
of the Owner Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall
be applied in accordance with Section 5.04(b).


 


Section 5.16.         Performance
and Enforcement of Certain Obligations.


 


(a)          Promptly
following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such
lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer,
as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance
with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including
the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale
and Servicing Agreement.


 


(b)          If
an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be
in writing) of the Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the right
or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as applicable, of each
of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver
under the Sale and Servicing Agreement, as applicable, and any right of the Issuer to take such action shall be suspended.


 




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ARTICLE
VI



THE INDENTURE TRUSTEE


 


Section 6.01.         Duties
of Indenture Trustee.


 


(a)          If
an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge,
the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e),
the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional
servicer with respect to installment sale contracts that it services for itself or others.


 


(b)          Except
during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge:


 


(i)          the
Indenture Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture
and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and


 


(ii)         in
the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements
of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished
pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this Indenture.


 


(c)          The
Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that:


 


(i)          this
paragraph does not limit the effect of Section 6.01(b);


 


(ii)         the
Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved
that the Indenture Trustee was negligent in ascertaining the pertinent facts; and


 


(iii)        the
Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 5.11.


 


(d)          Every
provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this
Section.


 




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(e)          The
Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing
with the Issuer.


 


(f)          Money
held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms
of this Indenture or the Sale and Servicing Agreement.


 


(g)          No
provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(h)          Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section and to the provisions of the TIA.


 


(i)          The
Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have
actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible
Officer of the Indenture Trustee in accordance with the provisions of this Indenture.


 


(j)          The
Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred
to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of
any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance,
(C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any
kind owing with respect to, assessed or levied against, any part of the Owner Trust Estate, or (D) to confirm or verify the contents
of any reports or certificates of the Servicer delivered to the Indenture Trustee pursuant to this Indenture believed by the Indenture
Trustee to be genuine and to have been signed or presented by the proper party or parties.


 


Section 6.02.         Rights
of Indenture Trustee.


 


(a)          Except
as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on, and shall be protected
in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors,
Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper
person. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the
foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision
of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.


 


(b)          Before
the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s
Certificate or Opinion of Counsel.


 




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(c)          The
Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence
on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.


 


(d)          The
Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence
or bad faith.


 


(e)          The
Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.


 


(f)          The
Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute,
conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders,
pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or
indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein
or thereby; provided, however, nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon
the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which
has not been cured), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.


 


(g)          The
right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty,
and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct.


 


(h)          The
Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the Owner Trust Estate created
hereby or the powers granted hereunder.


 


(i)          All
rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by
the Indenture Trustee shall be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall,
after provision for the payments to the Indenture Trustee provided for in Section 6.07, be for the ratable benefit of the Noteholders
in respect of which such judgment has been recovered.


 


(j)          In
no event shall the Indenture 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, forces beyond its control, including, without limitation, strikes, work stoppages,
acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss
or malfunctions of utilities; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performances as soon as practicable under the circumstances.


 




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Section 6.03.         Individual
Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture
Trustee must comply with Sections 6.11 and 6.12.


 


Section 6.04.         Indenture
Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity
or adequacy of this Indenture, the Owner Trust Estate or the Notes, it shall not be accountable for the Issuer’s use of
the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.
The Indenture 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 record
this Indenture.


 


Section 6.05.         Notice
of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within 90 days after it occurs. Except in the case of a
Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of Noteholders.


 


Section 6.06.         Reports
by Indenture Trustee to Holders. The Indenture Trustee shall make available to each Noteholder such information as may be
required to enable each Noteholder to prepare its respective federal and state income tax returns. The Indenture Trustee will
make documents or information which it is required to provide available to the Noteholders, including, without limitation, the
Servicer’s Certificate (as such term is defined in the Sale and Servicing Agreement), and the Indenture Trustee will post
at https://gctinvestorreporting.bnymellon.com information regarding principal and interest due and paid on the Notes. The
Indenture Trustee shall have the right to change the way such statements are distributed in order to make such distribution more
convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification
to all above parties regarding any such changes; provided, however, that the Indenture Trustee will also mail copies of any such
statements to any Noteholders who so request in writing.


 




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Section 6.07.         Compensation
and Indemnity. The Issuer shall, or shall cause the Administrator to, (i) pay to the Indenture Trustee from time to time reasonable
compensation for its services, which compensation shall not be limited by any law on compensation of a trustee of an express trust,
(ii) reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including without limitation,
costs of collection, in addition to the compensation for its services, which expenses shall include the reasonable compensation
and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts and (iii) indemnify
the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including
reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance
of its duties hereunder not resulting from its own willful misconduct, negligence or bad faith. The Indenture Trustee shall notify
the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The indemnities
contained in this Section 6.07 shall survive the resignation or removal of the Indenture Trustee or the termination of this Indenture.
Absent an Event of Default, in the event of any claim, action or proceeding for which indemnity will be sought pursuant to this
Section 6.07, the Indenture 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, conditioned,
delayed or denied. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability
or expense incurred by the Indenture Trustee (1) through the Indenture Trustee’s own willful misconduct, negligence or bad
faith or (2) in the case of the inaccuracy of any representation or warranty contained in Section 6.13 expressly made by the Indenture
Trustee.


 


The Issuer’s payment obligations
to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture and the resignation or discharge
of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10 hereunder.
When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01 (iv) or (v) with respect
to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or
any other applicable federal or state bankruptcy, insolvency or similar law.


 


Anything in this Indenture to the contrary
notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any
kind whatsoever (including but not limited to lost profits, other than interest due but not paid on the Notes), even if the Indenture
Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.


 


Section 6.08.         Replacement
of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee
shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture
Trustee may resign at any time by so notifying the Issuer. Noteholders representing a majority of the Outstanding Amount may remove
the Indenture Trustee at any time and appoint a successor Indenture Trustee by so notifying the Indenture Trustee in writing.
The Issuer shall remove the Indenture Trustee if:


 


(i)          the
Indenture Trustee fails to comply with Section 6.11;


 


(ii)         a
court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal
or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian,
trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture
Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs, provided any such
decree or order shall have continued unstayed and in effect for a period of 30 consecutive days;


 




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(iii)        the
Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted,
or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the
Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit
of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any
of the foregoing; or


 


(iv)        the
Indenture Trustee otherwise becomes incapable of acting.


 


If the Indenture Trustee resigns or is
removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being
referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.


 


A successor Indenture Trustee shall deliver
a written acceptance of its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal
of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers
and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession
to the Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee.


 


If a successor Indenture Trustee does not
take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer
or the Holders of a majority in Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee.


 


If the Indenture Trustee fails to comply
with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and
the appointment of a successor Indenture Trustee.


 


Any resignation or removal of the Indenture
Trustee and appointment of a successor Indenture Trustee pursuant to the provisions of this Section shall not become effective
until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses
owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the
Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture
Trustee.


 




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Section 6.09.         Successor
Indenture Trustee by Merger. If the Indenture Trustee consolidates or merges with, converts or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee
corporation shall, without any further act, be the successor Indenture Trustee; provided, that such corporation or banking association
shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Administrator prior written
notice of any such transaction, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator will
make such notice available to each Rating Agency.


 


In case at the time such successor or successors
by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the
Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall
not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full
force as is provided anywhere in the Notes or in this Indenture that the certificate of the Indenture Trustee shall have.


 


Section 6.10.         Appointment
of Co-Trustee or Separate Trustee.


 


(a)          Notwithstanding
any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Owner Trust Estate may at the time be located, the Indenture Trustee and the Administrator, acting jointly, shall
have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees,
or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Owner Trust Estate or any part thereof, and, subject to the other provisions
of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15 days after its receipt of a request to do so, the Indenture
Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.08.


 


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


 


(i)          all
rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and
exercised or performed by the Indenture 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 Indenture 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 Indenture 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 Indenture Trustee;


 




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(ii)         no
trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and


 


(iii)        the
Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee.


 


(c)          Any
notice, request or other writing given to the Indenture 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 Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically
including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to,
the Indenture Trustee. Every such instrument shall be filed with the Indenture Trustee and a copy thereof given to the Administrator.


 


(d)          Any
separate trustee or co-trustee may at any time constitute the Indenture Trustee, 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 Indenture 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 Indenture Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.


 


Section 6.11.         Eligibility,
Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition,
and the time deposits of the Indenture Trustee shall have a rating that is otherwise acceptable to the Rating Agencies, such that
the rating of the Indenture Trustee, the Owner Trustee or any other bank would not in and of itself result in a qualification,
downgrade or withdrawal of any of the then-current ratings assigned thereby to the Notes (as evidenced by written notice to the
Indenture Trustee, Owner Trustee or any other bank). The Indenture Trustee shall comply with TIA § 310(b); provided, however,
that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities
of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.


 


In the event that, (A) the Indenture Trustee
(i) or any of its directors or executive officers is an underwriter, or (ii) directly or indirectly, controls or is controlled
by, or is in common control with, an underwriter; and (B) an Event of Default occurs, the Indenture Trustee shall comply with
TIA § 310(b). For this purpose only and pursuant to TIA § 310(b), an “underwriter” means any person who,
within one year prior to the occurrence of the Event of Default, was an underwriter of any of the notes outstanding at the time
of such Event of Default.


 




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Section 6.12.         Preferential
Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA § 311 (a), excluding any creditor relationship
listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 31l(a) to the
extent indicated.


 


Section 6.13.         Representations
and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and warranties on which
the Issuer and Noteholders shall rely:


 


(i)          it
is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York;


 


(ii)         it
has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action
to authorize the execution, delivery and performance by it of this Indenture;


 


(iii)        assuming
the necessary authorization, execution and delivery thereof by the other parties thereto, the duties and obligations of the Indenture
Trustee under the Indenture constitute the valid, legal and binding obligations of the Indenture Trustee enforceable in accordance
with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws or equitable principles
limiting creditors’ rights generally, and provided that no representation is expressed as to the availability of equitable
remedies;


 


(iv)        that
to the best knowledge of the Indenture Trustee, the Indenture Trustee is not in breach of or default under any law or administrative
rule or regulation of the United States of America, or any department, division, agency or instrumentality thereof, or any applicable
court or administrative decree or order, and which would materially impair the ability of the Indenture Trustee to perform its
obligations under the Indenture; and


 


(v)         that
to the best knowledge of the Indenture Trustee, no authorization, consent or other order of any state or federal government authority
or agency having jurisdiction over the trust powers of the Indenture Trustee are required to be obtained by the Indenture Trustee
for the valid authorization, execution and delivery by the Indenture Trustee of the Indenture or the authentication of the Notes.


 


Section 6.14.         Communications.
Notwithstanding anything to the contrary herein, any and all communications (both text and attachments) by or from the
Indenture Trustee that the Indenture Trustee in its sole discretion deems to contain confidential, proprietary, and/or sensitive
information and sent by electronic mail will be encrypted, provided that prior oral and/or electronic notice instructions are
provided to the Honda Parties. The recipient (the “Email Recipient”) of the email communication will be required to
complete a one time registration process. Instructions on how to register and/or retrieve an encrypted message will be included
in the first secure email sent by the Indenture Trustee to the Email Recipient. Information and assistance on registering and
using the email encryption technology can be found at The Bank of New York Mellon’s secure website at https://www.bnymellon.com/_global-assets/pdf/security/secure-email-user-guide.pdf
or e-mail tlsadmin@bnymellon.com at any time.


 




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ARTICLE
VII



NOTEHOLDERS’ LISTS AND REPORTS


 


Section 7.01.         Issuer
to Furnish Indenture Trustee Names and Addresses of Noteholders. If Definitive Notes are issued, the Issuer will furnish or
cause to be furnished to the Indenture Trustee (i) not more than five days after the earlier of (a) each Record Date and (b) three
months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses
of the Holders of Notes as of such Record Date, and (ii) at such other times as the Indenture Trustee may request in writing,
within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than
ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar,
no such list shall be required to be furnished.


 


Section 7.02.         Preservation
of Information; Communications, Reports and Certain Documents to Noteholders.


 


(a)          The
Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of
Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses
of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.


 


(b)          Noteholders
may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under
the Notes.


 


(c)          The
Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).


 


(d)          The
Indenture Trustee will provide to Securityholders the reports, certificates, opinions and documents specified in Section 3.15
of the Sale and Servicing Agreement, upon written request to the Indenture Trustee.


 


(e)          The
Indenture 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 D 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 Indenture 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 Indenture Trustee with respect to such demand communicated to the Indenture Trustee in respect of any
Receivables. In addition, the Indenture 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 Indenture Trustee as soon as
practicable and in any event within five Business Days of receipt of such request. Such notices shall be provided to the Honda
Parties in accordance with Section 11.04(iv) of this Indenture. The Indenture Trustee and the Issuer acknowledge and agree that
the purpose of this Section 7.02(e) 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) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”).
The Indenture 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 Indenture 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 Indenture
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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Section 7.03.         Reports
by Issuer.


 


(a)          The
Issuer shall:


 


(i)          file
with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual
reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act;


 


(ii)         file
with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission
such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants
of this Indenture as may be required from time to time by such rules and regulations; and


 


(iii)        supply
to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c))
such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of
this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission.


 


(b)          Unless
the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year.


 


Section 7.04.         Reports
by Indenture Trustee. If required by TIA § 313(a), within 60 days after each June 20th beginning with June 20, 2015 the
Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies
with TIA § 313(a). The Indenture Trustee also shall comply with TIA § 313(b).


 


A copy of each report at the time of its
mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the
Notes are listed. The Issuer shall promptly notify the Indenture Trustee in writing if and when the Notes are listed on any stock
exchange and of any delisting thereof.


 




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ARTICLE
VIII



ACCOUNTS, DISBURSEMENTS AND RELEASES


 


Section 8.01.         Collection
of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and
other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply
all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement or instrument that is part of the Owner Trust Estate,
the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event
of Default under this Indenture and any right to proceed thereafter as provided in Article Five.


 


Section 8.02.         Accounts.


 


(a)          Pursuant
to Section 4.01 of the Sale and Servicing Agreement, there has been established and there shall be maintained an Eligible Account
(initially at The Bank of New York Mellon) in the name, and under the sole dominion and control, of the Indenture Trustee until
the Outstanding Amount has been reduced to zero, and thereafter, in the name, and under the sole dominion and control, of the
Owner Trustee, which is designated as the Yield Supplement Account.


 


(b)          On
or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee,
Eligible Accounts (i) for the benefit of the Securityholders: the Collection Account, the Yield Supplement Account and the Reserve
Fund, and (ii) for the benefit of the Noteholders: the Note Distribution Account, as provided in Section 4.01 of the Sale and
Servicing Agreement.


 


(c)          On
or before each Payment Date, with respect to the preceding Collection Period, all amounts required to be deposited in the Collection
Account will be deposited as provided in Sections 4.02 and 4.05 of the Sale and Servicing Agreement. On or before each Payment
Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant
to Sections 4.06 and 4.07 of the Sale and Servicing Agreement will be transferred from the Collection Account, the Reserve Fund
and/or the Yield Supplement Account to the Note Distribution Account.


 


(d)          On
each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution
Account to Noteholders, in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest
(including any premium), in the amounts and order as set forth in the Servicer’s Certificate which shall be in the following
amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):


 




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(i)          the
Note Interest Distributable Amount; provided, that if there are not sufficient funds in the Note Distribution Account to pay the
allocable portion of the Note Interest Distribution Amount with respect to each Class of Notes, the amount in the Note Distribution
Account shall be applied to the payment of such amount pro rata on the basis of the total Note Interest Distributable Amount due
on the Notes;


 


(ii)         the
Note Principal Distributable Amount (first to the Class A-1 Notes until the Class A-1 Notes are paid in full, second to the Class
A-2 Notes until paid in full, third to the Class A-3 Notes until paid in full, and fourth to the Class A-4 Notes until paid in
full);


 


(iii)        notwithstanding
clause (ii) above, on each Payment Date after the Notes have been accelerated as provided in Section 5.02(a) following the occurrence
of an Event of Default, until such time as the Notes have been paid in full, the Note Principal Distributable Amount shall be
paid first to the Class A-1 Notes until the Class A-1 Notes are paid in full and then to the Class A-2, Class A-3 and Class A-4
Notes on a pro rata basis based on the Outstanding Amount of each such Class of Notes; and


 


(iv)        in
the event that there are insufficient funds in the Note Distribution Account, an amount will be withdrawn from the Reserve Fund
pursuant to Section 4.07(b) of the Sale and Servicing Agreement.


 


The Indenture Trustee shall, subject to
Article VI, make the distributions on the Notes in a manner consistent with the Servicer’s Certificate and will, upon the
request of the Issuer, confirm to the Issuer that it has made such payments in accordance with the Servicer's Certificate.


 


Section 8.03.         General
Provisions Regarding Accounts.


 


(a)          So
long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Reserve Fund
and the Yield Supplement Account shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon the written
direction of the Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement. All income or other
gain from investments of monies deposited in the Reserve Fund and the Yield Supplement Account shall be credited to such Account,
and any loss resulting from such investments shall be charged to such Account.


 


(b)          To
the extent that the Servicer is required to remit all payments received from or on behalf of the Obligors on or in respect of
the Receivables and all Net Liquidation Proceeds daily to the Collection Account as provided in Section 4.02 of the Sale and Servicing
Agreement, all or a portion of the funds in the Collection Account may be invested in Eligible Investments and reinvested by the
Indenture Trustee upon the written direction of the Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing
Agreement. All income or other gain from investments of monies deposited in the Collection Account, if any, shall be paid to the
Servicer as part of the Supplemental Servicing Fee, and any loss resulting from such investments shall be charged to the Collection
Account in accordance with Section 4.01(b) of the Sale and Servicing Agreement.


 




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(c)          Subject
to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Reserve
Fund, the Yield Supplement Account or the Collection Account resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by
the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.


 


(d)          If
(i) the Servicer shall have failed to give investment directions for any funds on deposit in the Reserve Fund, Yield Supplement
Account or Collection Account to the Indenture Trustee by 2:00 P.M., New York Time (or such other time as may be agreed by the
Issuer and the Indenture Trustee) on any Business Day or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee
a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable following an
Event of Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section
5.05 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of
such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above,
to the fullest extent practicable, invest and reinvest funds in the Reserve Fund, Yield Supplement Account or Collection Account
in the Eligible Investments listed in clause (vii) of the definition thereof.


 


Section 8.04.         Release
of Owner Trust Estate.


 


(a)          Subject
to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No
party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the
Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any
monies.


 


(b)          The
Indenture Trustee shall, at such time as there are no Notes Outstanding, all sums due the Indenture Trustee pursuant to Section
6.07 have been paid, release any remaining portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture
and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Accounts. The Indenture Trustee
shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request
accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. Such release shall
be deemed to have been made upon completion of the requirements set forth in the foregoing sentence.


 




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Section 8.05.         Opinion
of Counsel. The Indenture Trustee shall receive at least seven days written notice when requested by the Issuer to take any
action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require,
as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the
legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent
to the taking of such action have been complied with and such action will not materially and adversely impair the security for
the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering
any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument
delivered to the Indenture Trustee in connection with any such action.


 


ARTICLE
IX



SUPPLEMENTAL INDENTURES


 


Section 9.01.         Supplemental
Indentures Without Consent of Noteholders.


 


(a)          Without
the consent of the Holders of any Notes but with prior notice from the Administrator to each Rating Agency, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:


 


(i)          to
correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject
additional property to the lien of this Indenture;


 


(ii)         to
evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption
by any such successor of the covenants of the Issuer herein and in the Notes contained;


 


(iii)        to
add to the covenants of the Issuer, for the benefit of the Holder of any Notes, or to surrender any right or power herein conferred
upon the Issuer;


 


(iv)        to
convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;


 


(v)         to
cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with
any other provision herein or in any supplemental indenture or the other Basic Documents or to make any other provisions with
respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall
not adversely affect the interests of the Holders of the Notes;


 




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(vi)        to
evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add
to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder
by more than one trustee, pursuant to the requirements of Article Six; or


 


(vii)       to
modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other
provisions as may be expressly required by the TIA.


 


The Indenture Trustee is hereby authorized
to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that
may be therein contained.


 


(b)          The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the
Notes but with prior notice from the Administrator to each Rating Agency, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.


 


Section 9.02.         Supplemental
Indentures With Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice from the Administrator to each Rating Agency and with the written consent of the Holders of not less than a
majority of the Outstanding Amount, by Act of such Holders delivered to the Issuer, the Indenture Trustee (which consent shall
not be unreasonably withheld), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions
to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights
of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the written
consent of the Holder of each Outstanding Note affected thereby:


 


(i)          change
the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest
Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application
of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes,
or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair
the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available
therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates
thereof (or, in the case of redemption, on or after the Redemption Date);


 


(ii)         reduce
the percentage of the Outstanding Amount, the consent of the Holders of which is required for any such supplemental indenture,
or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;


 




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(iii)        modify
or alter the provisions of the proviso to the definition of the term “Outstanding”;


 


(iv)        reduce
the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the
Owner Trust Estate pursuant to Section 5.04 or amend the provisions of this Article which specify the percentage of the Outstanding
Amount required to amend this Indenture or the other Basic Documents;


 


(v)         modify
any provision of this Section except to increase any percentage specified herein or provide that certain additional provisions
of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note
affected thereby;


 


(vi)        modify
any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation)
or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained
herein; or


 


(vii)       permit
the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Owner
Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at
any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.


 


The Administrator shall certify to the
Indenture Trustee whether or not any Notes would be affected by any supplemental indenture and any such certification shall be
conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder.


 


It shall not be necessary for any Act of
Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such Act shall approve the substance thereof.


 


Promptly after the execution by the Issuer
and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders
of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however,
in any way impair or affect the validity of any such supplemental indenture.


 


Section 9.03.         Execution
of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted
by this Article or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not
be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities
or immunities under this Indenture or otherwise.


 




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Section 9.04.         Effect
of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and
the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture
Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 


Section 9.05.         Conformity
with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.


 


Section 9.06.         Reference
in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant
to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee
as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes
so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared
and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.


 


ARTICLE
X



REDEMPTION OF NOTES


 


Section 10.01.         Redemption.
The Outstanding Notes are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing
Agreement, on any Payment Date on which the Servicer exercises its option to purchase the Owner Trust Estate pursuant to said
Section, for a purchase price equal to the Redemption Price; provided that the Issuer has available funds sufficient to pay the
Redemption Price. The Administrator shall make notice available to each Rating Agency of such redemption. If the outstanding Notes
are to be redeemed pursuant to this Section, the Servicer or the Issuer shall furnish written notice of such election to the Indenture
Trustee not later than 30 days prior to the Redemption Date and the Issuer shall deposit by 8:00 A.M., Los Angeles time, on the
Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed,
whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section
10.02 to each Holder of the Notes.


 


Section 10.02.         Form
of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, by electronic mail in accordance with Section 11.04, or by facsimile mailed or transmitted not later than ten
days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder’s address or facsimile number appearing in the Note Register.


 




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All notices of redemption shall include
the following information:


 


(i)          the
Redemption Date;


 


(ii)         the
Redemption Price;


 


(iii)        the
CUSIP number;


 


(iv)        the
place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer
to be maintained as provided in Section 3.02); and


 


(v)         that
on the Redemption Date, the Redemption Price will become due and payable upon each Note and that interest thereon shall cease
to accrue from and after the Redemption Date.


 


Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder
of any Note shall not impair or affect the validity of the redemption of any other Note.


 


Section 10.03.         Notes
Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required
by Section 10.02, on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in
the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Price.


 


ARTICLE
XI



MISCELLANEOUS


 


Section 11.01.         Compliance
Certificates and Opinions, etc.


 


(a)          Upon
any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA
and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion
need be furnished.


 




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Every certificate or opinion with respect
to compliance with a condition or covenant provided for in this Indenture shall include:


 


(i)          a
statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and
the definitions herein relating thereto;


 


(ii)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(iii)        a
statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary
to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with;
and


 


(iv)        a
statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.


 


(b)          (i)          Prior
to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed
in Section 11.01 (a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying
or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.


 


(ii)         Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an
Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all
other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year
of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of
the Outstanding Amount, but such a certificate need not be furnished with respect to any securities so deposited, if the fair
value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent
of the Outstanding Amount of the Notes.


 


(iii)        Other
than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are
to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate
certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release)
of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will
not impair the security under this Indenture in contravention of the provisions hereof.


 


(iv)        Whenever
the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an
Independent Certificate as to the same matters if the fair value of the property or securities and of all other property (other
than property described in clauses (A) or (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement
of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals
10% or more of the Outstanding Amount, but such certificate need not be furnished in the case of any release of property or securities
if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent
of the then Outstanding Amount.


 




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(v)         Notwithstanding
Section 2.12 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions
of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted
or required by the Basic Documents and (B) make cash payments out of the Accounts as and to the extent permitted or required by
the Basic Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing no later than December
15, 2014 an Officer’s Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A)
and (B) above that occurred during the preceding six calendar months or shorter period in the case of the first such Officer’s
Certificate were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance
with the Basic Documents.


 


Section 11.02.         Form
of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered
by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or
give an opinion as to such matters in one or several documents.


 


Any certificate or opinion of an Authorized
Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any
such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Issuer or the Administrator,
stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuer
or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to such matters are erroneous.


 


Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.


 


Whenever in this Indenture, in connection
with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document
as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is
intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate
or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to
the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall
not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement
or opinion contained in any such document as provided in Article Six.


 




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Section 11.03.         Acts
of Noteholders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders
in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective
when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.


 


(b)          The
fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture
Trustee deems sufficient.


 


(c)          The
ownership of Notes shall be proved by the Note Register.


 


(d)          Any
request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder
of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted
or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made
upon such Note.


 


Section 11.04.         Notices,
etc., to Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:


 


(i)          the
Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing and mailed first-class, postage prepaid, overnight delivery service or facsimile to or with the Indenture
Trustee at its Corporate Trust Office, or (as to notices sent by the Issuer to the Indenture Trustee only) if sent by electronic
mail, to an address provided by the Indenture Trustee in writing, or


 


(ii)         the
Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid, overnight delivery service or facsimile to the Issuer addressed to: Deutsche Bank Trust Company
Delaware, 1011 Centre Road, Suite 200, Wilmington, Delaware 19805, Attention: Trust & Securities Services – Honda 2014-3,
with a copy to Deutsche Bank Trust Company Americas at c/o Deutsche Bank National Trust Company, 100 Plaza One, 6th Floor - MS
JCY03-0699, Jersey City, NJ 07311-3901, Attention: Structured Finance Services - ABS, or at any other address previously furnished
in writing to the Indenture Trustee by the Issuer or the Administrator, or (as to notices sent by the Indenture Trustee to the
Issuer only) if sent by electronic mail, to an address provided by the Issuer in writing. The Issuer shall promptly transmit any
notice received by it from the Noteholders to the Indenture Trustee.


 




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(iii)        (a)          Notices
required to be given to each Rating Agency by the Issuer or the Administrator shall be in writing, personally delivered, couriered
or mailed by certified mail, return receipt requested, electronic mail (if an address therefore has been provided by the respective
party in writing) or overnight delivery service to (i) in the case of S&P, via electronic delivery to servicer_reports@sandp.com,
and in the case of any information not available electronically, to Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business, 55 Water Street, 41st Floor, New York, New York 10041-0003, Attention: ABS Surveillance
Group, and (ii) in the case of Fitch, at the following address: One State Street Plaza, New
York, New York 10004, Attention: Auto ABS Surveillance Department, or via email to notifications.abs@fitchratings.com;
or at such other address (including electronic mail addresses) as shall be designated by written notice to the party or parties
providing notice under this paragraph.


 


(b)          Notwithstanding
subsection (iii)(a) above, notices required to be given to each Rating Agency by the Issuer or the Administrator, as the case
may be, may be made available by the Administrator through a website post, provided that the Administrator shall inform or cause
each Rating Agency to be informed in writing (including by electronic mail) that a notice has been posted.


 


(iv)        Notices
required to be given to the Honda Parties pursuant to Section 7.02(e) shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, or overnight delivery service, by facsimile or by electronic mail (if an address therefore has
been provided by the Honda Parties in writing) to American Honda Finance Corporation and American Honda Receivables LLC, 20800
Madrona Avenue, Torrance, CA 90503, Attention: Treasury Manager.


 


Section 11.05.         Notices
to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected
by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier
than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither
the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency
of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively
be presumed to have been duly given.


 


Where this Indenture provides for notice
in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.


 




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In case, by reason of the suspension of
regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any
event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of
giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.


 


Where this Indenture provides for notice
to each Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall
not under any circumstance constitute a Default or Event of Default.


 


Section 11.06.         Alternate
Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or
any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices.
The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to
be made and notices to be given in accordance with such agreements.


 


Section 11.07.         Conflict
with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required
to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.


 


The provisions of TIA Sections 310 through
317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded
by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.


 


Section 11.08.         Effect
of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.


 


Section 11.09.         Successors
and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees
and agents.


 


Section 11.10.         Separability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions of this Indenture and the Notes shall not in any way be affected or impaired thereby.


 


Section 11.11.         Benefits
of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, and any other party secured hereunder, and any other Person with an ownership
interest in any part of the Owner Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.


 




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Section 11.12.         Legal
Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Note’s or this Indenture) payment need not be made on such date, but may be made on the next succeeding
Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the
period from and after any such nominal date.


 


Section 11.13.         Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, 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 exclusive 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.


 


Each party hereto hereby waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or
indirectly arising out of, under or in connection with this agreement.


 


Section 11.14.         Counterparts.
This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.


 


Section 11.15.         Recording
of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee
or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for
the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.


 


Section 11.16.         Trust
Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have
no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable,
to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles
Six, Seven and Eight of the Trust Agreement as if specifically set forth herein.


 




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Section 11.17.         No
Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant
and agree that they will not at any time institute against the Issuer, or join in any institution against the Issuer 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 Notes, this Indenture or any of the other Basic Documents.


 


Section 11.18.         Inspection.
The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s
normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s
affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at
such reasonable times and as often as may be reasonably requested. Notwithstanding anything herein to the contrary, the foregoing
shall not be construed to prohibit (i) the disclosure of any and all information that is or becomes publicly known, or information
obtained by the Indenture Trustee from sources other than the Servicer or the Issuer, (ii) the disclosure of any and all information
(A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or
claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its affiliates, (C)
pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator
or arbitration to which the Indenture Trustee or any affiliate or an officer, director, employer or shareholder thereof is a party,
(D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions
contemplated by the Agreement approved in advance by the Servicer or the Issuer or (E) to any affiliate, independent or internal
auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same for reasons directly related to the
ability of the Indenture Trustee to perform its duties hereunder, provided that the Indenture Trustee advises such recipient of
the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Servicer or the Issuer.


 


Section 11.19.         [Reserved]


 


Section 11.20.         Disclosure
of 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. However, any such information relating to the tax
treatment or tax structure shall be required to be kept confidential to the extent necessary to comply with any applicable securities
laws.


 




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Section 11.21.         Intent
of the Parties; Reasonableness. The Indenture Trustee and Issuer acknowledge and agree that the purpose of Section 3.09 and
7.02(e) of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and
related rules and regulations of the Commission.


 


Neither the Issuer nor the Administrator
(acting on behalf of the Issuer) shall exercise its right to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with federal securities laws, including the Securities
Act, the Exchange Act and the rules and regulations of the Commission thereunder. Each of the parties hereto agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b)
the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments,
interpretive advice or guidance from the Securities and Exchange Commission, convention or consensus among active participants
in the asset-backed securities markets, or otherwise in respect of the requirements of Regulation AB as they may be applied by
the Securities and Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable
requests made by or on behalf of the Issuer or the Indenture Trustee for delivery of additional or different information, to the
extent such information is available, as the person requesting such information may determine in good faith is necessary for it
to comply with the provisions of Regulation AB. Any and all expenses incurred by the Indenture Trustee in compliance with this
Section shall be considered indemnities payable in accordance with Section 6.07 hereof.


 


The Issuer (or the Administrator, acting
on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under
these provisions and by reasonably limiting such requests to information required, in the reasonable judgment of the Issuer to
comply with Regulation AB.


 


Section 11.22.         Owner
Trustee. The parties hereto agree that this Agreement is executed and delivered by the Owner Trustee, not individually or
personally but solely as owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under
the Amended and Restated Trust Agreement dated August 20, 2014 between the Depositor and the Owner Trustee; each of the representations,
undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings
and agreements by Deutsche Bank Trust Company Delaware, but are made and intended for the purpose of binding only the Issuer;
and under no circumstances shall Deutsche Bank Trust Company Delaware be personally liable for the inaccuracy or breach of any
statements made by the Issuer in this Agreement.


 


Section 11.23.         U.S.A.
Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Indenture Trustee,
like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain,
verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Indenture Trustee. The parties to this Indenture agree that they will provide the Indenture Trustee with such information
about the Owner Trustee as it may request in order for the Indenture Trustee to satisfy the requirements of the U.S.A. Patriot
Act.


 




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Section 11.24.         Communications
with Rating Agencies. If the Indenture Trustee shall receive any written or oral communication 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 Indenture Trustee agrees to refrain from communicating with such Rating Agency
and to promptly notify the Administrator of such communication. The Indenture Trustee 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 Indenture Trustee
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.


 


The Indenture Trustee will not 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 Indenture Trustee. The Indenture Trustee shall be under
no 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 Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all
as of the day and year first above written.


  


	 	HONDA AUTO RECEIVABLES 2014-3 OWNER TRUST
	 	
	 	 
	 	By:	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual
    capacity but solely as Owner Trustee on behalf of the Trust
	 	 	 
	 	By:	/s/ Mark DiGiacomo
	 	Name:	Mark DiGiacomo
	 	Title:	Attorney-in-fact
	 	 	 
	 	By:	/s/ Jennifer Freda
	 	Name:  	Jennifer Freda
	 	Title:	Attorney-in-fact
	 	 	 
	 	The Bank of New York Mellon, not in its individual capacity
    but solely as Indenture Trustee
	 	 
	 	By:	/s/ Michael Commisso
	 	Name:	Michael Commisso
	 	Title:	Vice President


 




    	 



    	 



    

 


	STATE OF NEW JERSEY	)
	 	) ss
	COUNTY OF HUDSON	)


 


On August 11, 2014 before me, Robert S.
Peschler, Notary Public, personally appeared Mark DiGiacomo, and Jennifer Freda.


 


	x	personally known to me, or
	 	 
	 ̈	proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument,


 


and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which such person
acted, executed the instrument.


 


WITNESS my hand and official seal.





	Signature	/s/ Robert S. Peschler	 	[Seal]


 




    	 



    	 



    

 


	STATE OF NEW YORK	)
	 	) ss
	COUNTY OF NEW YORK	)


 


On August 14, 2014 before me,
Ricky Chou, Notary Public, personally appeared Michael Commisso, a Vice President of The Bank of New York Mellon.


 


	x	personally known to me, or
	 	 
	 ̈	proved to me on the basis of satisfactory evidence to be the person(s)
    whose name(s) is/are subscribed to the within instrument,


 


and acknowledged to me that he/she executed the same in his/her
authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which such person
acted, executed the instrument.





 


WITNESS my hand and official seal.


 


	Signature	/s/ Ricky Chou	 	[Seal]


 




    	 



    	 



    

 


SCHEDULE A


 


SCHEDULE OF RECEIVABLES



[Delivered to Alston & Bird LLP at Closing]


 




    	SA-1



    	 



    

 


EXHIBIT A


 


FORM OF CLASS [A-1] [A-2] [A-3] [A-4] NOTE


 


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE
FACE HEREOF.


 


 


	REGISTERED	$__________
	 	 
	No. R-__	CUSIP NO. _______


 


HONDA AUTO RECEIVABLES 2014-3 OWNER TRUST



____% ASSET BACKED NOTES, CLASS [A-1] [A-2] [A-3] [A-4]


 


Honda Auto Receivables 2014-3 Owner Trust,
a statutory trust organized and existing under the laws of the State of Delaware (the “Issuer”), for value received,
hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _____________________ Dollars ($__________),
payable to the extent described in the Indenture referred to on the reverse hereof on each Payment Date; provided, however, that
the entire unpaid principal amount of this Note shall be payable on the earlier of ________________ ___, 20__ (the “Class
[A-1] [A-2] [A-3] [A-4] Final Payment Date”) and the Redemption Date, if any, selected pursuant to the Indenture.


 


The Issuer will pay interest on this Note
at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment,
on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), or on the Closing Date in the case of the first Payment Date or if no interest has yet been
paid, subject to certain limitations contained in the Indenture. [Interest on this Class A-1 Note will accrue for each Payment
Date from and including the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date),
to but excluding such Payment Date]. [Interest on this [Class A-2,] [Class A-3,] [Class A-4] Note will accrue for each Payment
Date from and including the 15th day of the prior month (or, in the case of the first Payment Date, the Closing Date) to but excluding
the 15th day of the month of such Payment Date] and will be computed on the basis of [the actual number of days in the Interest
Accrual Period with respect to the Class A-1 Notes divided by 360] [a 360-day year consisting of twelve 30-day months in the case
of the Class A-2, Class A-3 and Class A-4 Notes]. Such principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.


 




    	A-1



    	 



    

 


The principal of and interest on this Note
are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and
payable on this Note as provided above and then to the unpaid principal of this Note.


 


Reference is made to the further provisions
of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.


 


Unless the certificate of authentication
hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled
to any benefit under the Indenture, or be valid or obligatory for any purpose.


 




    	A-2



    	 



    

 


IN WITNESS WHEREOF, the Issuer has caused
this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.


 


	Date:	HONDA AUTO RECEIVABLES 2014-3 OWNER TRUST,
	 	
	 	 
	 	By:	DEUTSCHE BANK TRUST COMPANY DELAWARE, not in its individual
    capacity but solely as Owner Trustee on behalf of the Trust,
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-3



    	 



    

 


INDENTURE TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes designated above
and referred to in the within-mentioned Indenture.





 


	Date:	THE BANK OF NEW YORK MELLON, not in its individual capacity
    but solely as Indenture Trustee,
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    	A-4



    	 



    

 


This Note is one of a duly authorized issue
of Notes of the Issuer, designated as its ___% Asset Backed Notes, Class [A-1] [A-2] [A-3] [A-4] (the “Class [A-1] [A-2]
[A-3] [A-4] Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Indenture.


 


The Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be equally and ratably secured
by the collateral pledged as security therefore, except as provided in the Indenture or the Sale and Servicing Agreement.


 


Principal payable on the Notes will be
paid on each Payment Date in the amount specified in the Indenture and in the Sale and Servicing Agreement. As described above,
the entire unpaid principal amount of this Note will be payable on the earlier of the Class [A-1] [A-2] [A-3] [A-4] Final Payment
Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances,
the entire unpaid principal amount of the Class [A-1] [A-2] [A-3] [A-4] Notes shall be due and payable following the occurrence
and continuance of an Event of Default, as described in the Indenture. All principal payments on the Class [A-1] [A-2] [A-3] [A-4]
Notes shall be made pro rata to the Class [A-1] [A-2] [A-3] [A-4] Noteholders entitled thereto.


 


Payments of principal and interest on this
Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as
the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the
related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository
(initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears
on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any
reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment
Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture or the Sale and Servicing Agreement, for payment in full of the remaining unpaid principal amount of
this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice
mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Indenture
Trustee’s agent appointed for such purposes located in The City of New York.


 


As provided in the Indenture and subject
to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture,
duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed
by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible
guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation
in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities
Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or exchange.


 




    	A-5



    	 



    

 


Each Noteholder or Note Owner, by acceptance
of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes
or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee
or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except
that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.


 


Each Noteholder or Note Owner, by acceptance
of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of
the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the
Indenture or the other Basic Documents.


 


Any Person that acquires a beneficial interest
in this Note with the assets of a Benefit Plan or any other plan subject to a law that is substantially similar to Title I of
ERISA or Section 4975 of the Code (“Similar Law”) shall be deemed to represent that its acquisition and holding of
such beneficial interest will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code because it is covered by a United States Department of Labor prohibited transaction class exemption or by some other
applicable statutory or administrative exemption and will not cause a nonexempt violation of any Similar Law.


 


The Issuer has entered into the Indenture
and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes,
the Notes will qualify as indebtedness secured by the Owner Trust Estate. Each Noteholder, by acceptance of a Note (and each Note
Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single
business and franchise tax purposes as indebtedness of the Issuer.


 




    	A-6



    	 



    

 


Prior to the due presentment for registration
of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the
Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture)
is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture
Trustee or any such agent shall be affected by notice to the contrary.


 


The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of
the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the
Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture
and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this
Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture
without the consent of Holders of the Notes issued thereunder.


 


The Notes are issuable only in registered
form in denominations as provided in the Indenture, subject to certain limitations therein set forth.


 


This Note shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies
of the parties hereunder and thereunder shall be determined in accordance with such laws.


 




    	A-7



    	 



    

 


ASSIGNMENT


 


Social Security or taxpayer I.D. or other identifying number
of assignee:


 


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:








(name and
address of assignee)


 


the within Note and all rights thereunder, and hereby irrevocably
constitutes and appoints










attorney, to transfer said
Note on the books kept for registration thereof, with full power of substitution in the premises.


 


	Dated:	 	 	 	*
	 	 	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 Note in every particular, without alteration,
enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting
the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature
guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.




    	A-8



    	 



    

 


EXHIBIT B


 


FORM OF NOTE DEPOSITORY AGREEMENT


[See Tab 69]


 




    	B-1



    	 



    

 


EXHIBIT C


 


Servicing Criteria To Be Addressed
In Assessment Of Compliance


 


The assessment of compliance to
be delivered by the Indenture Trustee, shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria”:


 





	Reference	Criteria	 
	 	 

        Cash Collection
        and Administration

         
	 
	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	 
	 	 

        Investor Remittances
        and Reporting

         
	 
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.*	 
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements. 	 
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	 







 


* With respect to remittances.


 




    	C-1



    	 



    

 


EXHIBIT
D





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

Reporting Period: ____________

Name of Issuing Entity: HAROT 2014-3

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 Originator	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	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 


 






    	D-1