Exhibit 10.3


 


HONDA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST,


as Issuer,


 


AMERICAN HONDA FINANCE CORPORATION,


as Sponsor and Administrator,


 


AMERICAN HONDA RECEIVABLES LLC,


as Depositor,


 


and


 


[_______],


as Indenture Trustee


 


FORM OF


 


ADMINISTRATION AGREEMENT


 


Dated [_______]


 




    	 	 	 



     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	Section 1.01	Capitalized Terms; Interpretive Provisions	2
	Section 1.02	Duties of the Administrator	2
	Section 1.03	Records	10
	Section 1.04	Compensation	10
	Section 1.05	Additional Information to be Furnished to the Issuer	10
	Section 1.06	Independence of the Administrator	10
	Section 1.07	No Joint Venture	10
	Section 1.08	Other Activities of Administrator	10
	Section 1.09	Term of Agreement; Resignation and Removal of Administrator	10
	Section 1.10	Action Upon Termination, Resignation or Removal	12
	Section 1.11	Notices	12
	Section 1.12	Amendments	13
	Section 1.13	Successors and Assigns	13
	Section 1.14	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	13
	Section 1.15	Headings	14
	Section 1.16	Counterparts	14
	Section 1.17	Severability	14
	Section 1.18	Limitation of Liability of Owner Trustee and Indenture Trustee	14
	Section 1.19	Third-Party Beneficiary	14
	Section 1.20	Rights of the Indenture Trustee	14
	Section 1.21	Additional Requirements of the Administrator	15


 


	EXHIBITS	 
	Exhibit A - Form of Power of Attorney	A-1
	Exhibit B - Form of Annual Certification	B-1


 




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This Administration Agreement, dated [______]
(this “Agreement”), is among Honda Auto Receivables 20[_]-[_] Owner Trust, as issuer (the “Issuer”),
American Honda Finance Corporation (“AHFC”), as sponsor (in such capacity, the “Sponsor”)
and administrator (in such capacity, the “Administrator”), American Honda Receivables LLC (“AHR”),
as depositor (in such capacity, the “Depositor”), and [_______], as indenture trustee (the “Indenture
Trustee”).


 


WHEREAS, the Issuer was created pursuant
to the Amended and Restated Trust Agreement, dated [_______] (the “Trust Agreement”), [among][between] the Depositor[,][and]
[______], as owner trustee (the “Owner Trustee”)[, and [_______], as Delaware trustee (the “Delaware
Trustee”)];


 


WHEREAS, the Issuer is issuing [_]% Asset
Backed Notes, Class A-1, [_]% Asset Backed Notes, Class A-2[a], [[_]% Asset Backed Notes, Class A-2b,] [_]% Asset Backed Notes,
Class A-3 [,][and] [_]% Asset Backed Notes, Class A-4 [and [_]% Asset Backed Notes, Class B] (collectively, the “Notes”)
pursuant to an Indenture, dated as of the date hereof (the “Indenture”), between the Issuer and the Indenture
Trustee;


 


WHEREAS, the Issuer has entered into certain
agreements in connection with the issuance of the Notes and of certain beneficial ownership interests of the Issuer, including
(i) the Indenture, (ii) a Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”),
among the Issuer, AHR, as transferor (in such capacity, the “Seller”), and AHFC, as servicer (in such capacity,
the “Servicer”), [(iii) a Swap Agreement, dated [____] (the “Swap Agreement”) among the Issuer
and [____], as swap counterparty (the “Swap Counterparty”)] and (iv) a Letter of Representations, dated [______]
(the “Note Depository Agreement”) among the Issuer, the Indenture Trustee and The Depository Trust Company (collectively
with this Agreement, the Indenture, the Sale and Servicing Agreement, [the Swap Agreement,] the Control Agreement, the Trust Agreement
and the Note Depository Agreement, the “Related Documents”);


 


WHEREAS, pursuant to the Related Documents,
the Issuer and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral therefor
pledged pursuant to the Indenture (the “Collateral”) and (ii) the beneficial ownership interests in the Issuer
(the registered holders of such interests being referred to herein as the “Owners”);


 


WHEREAS, the Issuer and the Owner Trustee
desire to have the Administrator perform certain duties of the Issuer and the Owner Trustee referred to in the preceding clause
and to provide such additional services consistent with the terms of this Agreement and the other Related Documents as the Issuer
and the Owner Trustee may from time to time request; and


 


WHEREAS, the Administrator has the capacity
to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms
set forth herein;


 


NOW, THEREFORE, in consideration of the
mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:


 




    	 	 	 



     


    

  


Section 1.01         Capitalized
Terms; Interpretive Provisions.


 


(a)          Capitalized
terms used herein that are not otherwise defined shall have the meanings ascribed thereto or incorporated by reference in the Sale
and Servicing Agreement


 


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


 


Section 1.02         Duties
of the Administrator.


 


(a)          The
Administrator agrees to perform all its duties as Administrator and, except as specifically excluded herein, agrees to perform
all the duties of the Issuer and the Owner Trustee under the Related Documents. In addition, the Administrator shall consult with
the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Related Documents. The Administrator shall
monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective
duties of the Issuer and the Owner Trustee under the Related Documents. The Administrator shall prepare for execution by the Issuer
or the Owner Trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings,
instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Related Documents. In furtherance of the foregoing, the Administrator shall take (or, in the case of the immediately
preceding sentence, cause to be taken) all appropriate action that the Issuer or the Owner Trustee is required to take pursuant
to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under
the Indenture (references are to Sections of the Indenture):


 


(i)   the preparation
of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same
to the Indenture Trustee (Section 2.02);


 


(ii)  the duty to cause
the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location,
or change in location, of the Note Register (Section 2.04);


 


(iii) the notification to
the Noteholders of the final principal payment on the Notes (Section 2.07(b));


 


(iv)  the fixing or
causing to be fixed of any special record date and the notification of the Indenture Trustee and Noteholders with respect to special
payment dates, if any (Section 2.07(c));


 




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(v)  the preparation
of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11);


 


(vi)  the preparation,
obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section
2.12);


 


(vii)  the duty to cause
newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding
funds held in trust (Section 3.03);


 


(viii) the direction to the
Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);


 


(ix)  the obtaining
and preserving of the Issuer’s qualification to do business in each jurisdiction in which the qualification is or will be
necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04);


 


(x)  the preparation
of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further
assurance and other instruments and the taking of such other action as are necessary or advisable to protect the Owner Trust Estate
(Section 3.05);


 


(xi)  the delivery to
the Indenture Trustee of the Opinion of Counsel on the Closing Date and the annual delivery to the Indenture Trustee of Opinions
of Counsel as to the Owner Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements
as to compliance with the Indenture (Sections 3.06 and 3.09);


 


(xii)  the identification
to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties
under the Indenture (Section 3.07(b));


 


(xiii)  the notification
to the Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of each Servicer
Default and, if such Servicer Default arises 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 taking of all reasonable steps available to remedy such failure
(Section 3.07(d));


 


(xiv)  the preparation
and obtaining of documents and instruments required for the release of the Issuer from its obligations upon the merger or consolidation
of the Issuer under the Indenture and the obtaining of the Opinion of Counsel and the Officer’s Certificate relating thereto
(Section 3.10);


 


(xv)  the duty to 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 3.14);


 


(xvi)  the delivery
of written notice to the Indenture Trustee and each Rating Agency of each Event of Default and each default by the Servicer or
the Seller of its obligations under the Sale and Servicing Agreement (Section 3.19);


 




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(xvii)  the monitoring
of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s
Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);


 


(xviii)  the preparation
and delivery of written notice in the form of an Officer’s Certificate to a Responsible Officer of the Indenture Trustee
of any Event of Default, the status of such Event of Default and what action the Issuer is taking or proposes to take with respect
thereto (Section 5.01);


 


(xix)  the compliance
with Section 5.04 of the Indenture with respect to the sale of the Owner Trust Estate in a commercially reasonable manner if an
Event of Default shall have occurred and be continuing (Section 5.04);


 


(xx)  the preparation
and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee
(Section 6.08);


 


(xxi)  the preparation
and delivery to each Noteholder such information as may be required to enable such holder to prepare its federal and state income
tax returns (Section 6.06);


 


(xxii)  the preparation
of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments
necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections
6.08 and 6.10);


 


(xxiii)  the delivery
to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note
Registrar (Section 7.01);


 


(xxiv)  the preparation
and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of
documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed
by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section
7.03);


 


(xxv)  the opening of
one or more accounts in the Issuer’s name and the taking of all other actions necessary with respect to investment and reinvestment
of funds in the Accounts (Sections 8.02 and 8.03);


 


(xxvi)  the preparation
of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if
necessary, for the release of the Owner Trust Estate (Sections 8.04 and 8.05);


 


(xxvii)  the preparation
of Issuer Requests, the obtaining of Opinions of Counsel and the certification to the Indenture Trustee with respect to the execution
of supplemental indentures and the mailing to the Noteholders, and with respect to the Rating Agencies the duty to make available
to each Rating Agency, of notices with respect to such supplemental indentures (Sections 9.01 and 9.02);


 




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(xxviii)  the execution
and delivery of new Notes conforming to any supplemental indenture (Section 9.06);


 


(xxix)  the duty to
notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each Rating Agency,
of redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and
10.02);


 


(xxx)  the preparation
and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests
by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));


 


(xxxi)  the preparation
and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property
from the Lien of the Indenture (Section 11.01(b));


 


(xxxii)  the notification
to each Rating Agency of any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other
documents provided or permitted by the Indenture, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to
give such notification (Section 11.04); [and]


 


(xxxiii)  the recording
of the Indenture, if applicable (Section 11.15)[.][and]


 


(xxxiv)  [the duty to
take all appropriate action that either the Issuer or the Owner Trustee is required to take pursuant to the Swap Agreement including,
without limitation, the following:]


 


		A.	[the delivery to the Indenture Trustee of any Officer’s Certificates required to be delivered by the Issuer pursuant
to the Swap Agreement;]



 


		B.	[the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.19 of the Indenture in
respect of the occurrence of a Servicer Default under the Sale and Servicing Agreement;]



 


		C.	[the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture and each Servicer
Default under the Sale and Servicing Agreement;]



 


		D.	[the delivery to the Swap Counterparty promptly of a copy of the written notice in the form of an Officer’s Certificate
delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of
Default under Section 5.01 of the Indenture;]



 


		E.	[the delivery to the Swap Counterparty of the Servicer’s Certificate;]



 




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		F.	[the delivery of prompt written notice to the Swap Counterparty of the removal or resignation of the Administrator pursuant
to Section 1.09 of this Agreement;]



 


		G.	[the prompt transmittal to the Swap Counterparty of any notice received by the Issuer from the Noteholders;]



 


		H.	[the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.09 of the Indenture;]



 


		I.	[the delivery of prior notice to the Swap Counterparty of any proposed indentures supplemental to the Indenture under Sections
9.01 or 9.02 of the Indenture; and]



 


		J.	[on behalf of the Issuer, the delivery of any notices to the Swap Counterparty required pursuant to the Related Documents].



 


(b)          The
Administrator shall:


 


(i)  pay, on behalf
of the Issuer, from time to time reasonable compensation to (A) the Indenture Trustee for all services rendered by the Indenture
Trustee under the Basic Documents and (B) the Owner Trustee [and the Delaware Trustee] for all services rendered under the Trust
Agreement (in each case which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust);


 


(ii)  except as otherwise
expressly provided in the Indenture, reimburse, on behalf of the Issuer, the Indenture Trustee upon its request for all reasonable
expenses (including in connection with the removal and/or resignation of the Indenture Trustee in accordance with the Indenture),
disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Basic Documents (including
the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its willful misconduct, negligence or bad faith;


 


(iii)  except as otherwise
expressly provided in the third sentence of Section 7.01 of the Trust Agreement, reimburse, on behalf of the Issuer, the Owner
Trustee [and the Delaware Trustee] upon either party’s request for all reasonable expenses (including in connection with
the removal and/or resignation of the Owner Trustee [or the Delaware Trustee, as applicable,] in accordance with the Trust Agreement),
disbursements and advances incurred or made by the Owner Trustee [or the Delaware Trustee] in accordance with any provision of
the Trust Agreement (including reasonable compensation, expenses and disbursements of its agents and counsel), except any such
expense, disbursement or advance as may be attributable to its willful misconduct, gross negligence or bad faith;


 




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(iv)  indemnify, on
behalf of the Issuer, the Indenture Trustee[,][and] the Owner Trustee [and the Delaware Trustee] and their respective agents for,
and hold them harmless against, any loss, liability or expense incurred without negligence (or, in the case of the Owner Trustee
[or the Delaware Trustee] only, gross negligence), willful misconduct or bad faith on their part, arising out of or in connection
with the acceptance or administration of the transactions contemplated by the Basic Documents, as the case may be, including the
reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance
of any of their powers or duties thereunder;


 


(v)  pay, on behalf
of the Issuer, from time to time reasonable compensation to the Asset Representations Reviewer for all services rendered by the
Asset Representations Reviewer under the Basic Documents;


 


(vi)  except as otherwise
expressly provided in the Asset Representations Review Agreement, reimburse, on behalf of the Issuer, the Asset Representations
Reviewer upon its request for all reasonable expenses, disbursements and advances incurred or made by the Asset Representations
Reviewer in accordance with any provision of the Basic Documents [(including the reasonable compensation, expenses and disbursements
of its agents and counsel)], except any such expense, disbursement or advance as may be attributable to its [willful misconduct,
negligence or bad faith];


 


(vii)  [TO BE UPDATED
WITH INDEMNIFICATION PROVISIONS AGREED UPON WITH REVIEWER: indemnify, on behalf of the Issuer, the Asset Representations Reviewer
for, and hold it harmless against, any loss, liability or expense incurred without [negligence, willful misconduct or bad faith]
on its part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Basic
Documents, as the case may be, including the reasonable costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its duties thereunder].


 


The obligations of the Administrator under
this Section 1.02(b) shall survive the termination of this agreement.


 




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(c)          The
Administrator shall make available to each Rating Agency (i) notice of the occurrence and continuation of any Servicer Default
and shall specify in such notice the action, if any, being taken in respect of such default pursuant to Section 3.07(d) of the
Indenture; (ii) notice of each Event of Default and each default by the Servicer or the Seller of its obligations under the Sale
and Servicing Agreement pursuant to 3.19 of the Indenture; (iii) notice of any merger, consolidation or conversion of the Indenture
Trustee pursuant to Section 6.09 of the Indenture; (iv) notice of any supplemental indenture pursuant to Section 9.01 and 9.02
of the Indenture; (v) notice of any redemption of the Notes pursuant to Section 10.01 of the Indenture; (vi) any Servicer’s
Certificate pursuant to Section 3.10 and in accordance with Section 3.15(b) of the Sale and Servicing Agreement; (vii) any annual
statement of compliance of the Servicer pursuant to Section 3.11(a) and in accordance with Section 3.15(b) of the Sale and Servicing
Agreement; (viii) any Officer’s Certificate specifying the nature and status of any event which would become a Servicer Default
pursuant to Section 3.11(b) and in accordance with Section 3.15(b) of the Sale and Servicing Agreement; (ix) any assessment of
compliance and annual accountants’ report pursuant to Section 3.12 and in accordance with Section 3.15(b) of the Sale and
Servicing Agreement; (x) any statement to Securityholders pursuant to Section 4.10 and in accordance with Section 3.15(b) of the
Sale and Servicing Agreement; (xi) any other report it may receive in connection the Sale and Servicing Agreement, the Trust Agreement
or the Indenture in accordance with Section 3.15(b) of the Sale and Servicing Agreement; (xii) notice of any merger, consolidation
or assumptions of obligations of the Servicer pursuant to Section 6.03 of the Sale and Servicing Agreement; (xiii) notice of any
Servicer Default and termination of the rights and obligations of the Servicer pursuant to Sections 7.01 and 7.03 of the Sale and
Servicing Agreement; (xiv) notice of any amendment or consent pursuant to Section 9.01 of the Sale and Servicing Agreement; (xv)
notice of the final payment of the Trust Certificates pursuant to Section 9.01(c) of the Trust Agreement; (xvi) any acceptance
of appointment of a successor Owner Trustee pursuant to Section 10.02 and 10.03 of the Trust Agreement; (xvii) any merger, conversion
or consolidation of the Owner Trustee pursuant to Section 10.04 of the Trust Agreement; (xviii) notice of any amendment or consent
and the substance of such amendment or consent pursuant to Section 11.01 of the Trust Agreement; in the case of each of (i) through
(xviii), promptly upon the Administrator being notified thereof by the Indenture Trustee, Owner Trustee or the Servicer, as applicable.


 


(d)          Notwithstanding
anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available to the
Rating Agencies for purpose of satisfying the Rating Agency Condition, such notice shall be made available by the Administrator
and, to the extent such notice is only provided through a website post, the Administrator shall inform or cause each Rating Agency
to be informed in writing (including by electronic email) that a notice has been posted.


 


(e)          In
addition to the duties set forth in Sections 1.02(a), (b), (c) and (d), the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate Persons of, and shall execute on behalf of the Issuer, all such documents,
notices, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare,
file or deliver pursuant to the Related Documents, and at the request of the Owner Trustee shall take all appropriate action that
the Issuer or the Owner Trustee are required to take pursuant to the Related Documents. In furtherance thereof, the Issuer shall
execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more
powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer
for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.
Subject to Section 1.06, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform
or supervise the performance of such other activities in connection with the Collateral (including the Related Documents) as are
not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator.


 


(f)           Notwithstanding
anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for promptly notifying
the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to
a Trust Certificateholder as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of
any withholding tax required to be withheld by the Owner Trustee pursuant to such provision.


 




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(g)          Notwithstanding
anything in this Agreement or the Related Documents to the contrary, the Administrator shall be responsible for performance of
the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other things, accounting
and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Internal
Revenue Service Schedule K-1’s, necessary to enable each Owner to prepare its federal and state income tax returns; provided
further, that such Internal Revenue Service Schedule K-1’s have been prepared by the Administrator and delivered to the Owner
Trustee.


 


(h)          The
Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement or the
Indenture.


 


(i)           In
carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in
accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to
the Issuer than would be available from unaffiliated parties.


 


(j)           With
respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any
action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee
of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose
of the preceding sentence, “non-ministerial matters” shall include:


 


(i)  the amendment of
or any supplement to the Indenture;


 


(ii)  the initiation
of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other
than in connection with the collection of the Receivables);


 


(iii)  the amendment,
change or modification of the Basic Documents;


 


(iv)  the appointment
of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment
of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or
Indenture Trustee of its obligations under the Indenture; and


 


(v)  the removal of
the Indenture Trustee.


 


(k)          Notwithstanding
anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to
the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture, (iii)
take any other action that the Issuer directs the Administrator not to take on its behalf or (iv) take any other action which may
be construed as having the effect of varying the investment of the Trust Certificateholders.


 




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Section 1.03         Records.
The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books
of account and records shall be accessible for inspection by the Issuer and the Depositor at any time during normal business hours.


 


Section 1.04         Compensation.
As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its
expenses related thereto, the Administrator shall be entitled to an annual payment of compensation which shall be solely an obligation
of the Depositor.


 


Section 1.05         Additional
Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.


 


Section 1.06         Independence
of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not
be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance
of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or
represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.


 


Section 1.07         No
Joint Venture. Nothing contained in this Agreement (i) shall constitute the Administrator and either the Issuer or the Owner
Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity,
(ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express,
implied or apparent authority to incur any obligation or liability on behalf of the others.


 


Section 1.08         Other
Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses
or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person or entity, even though such
person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.


 


Section 1.09         Term
of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.


 


(a)          Subject
to Sections 1.09(d) and 1.09(e), the Administrator may resign its duties hereunder by providing the Issuer [and the Swap Counterparty]
with at least sixty (60) days’ prior written notice.


 


(b)          Subject
to Sections 1.09(d) and 1.09(e), the Issuer may remove the Administrator without cause by providing the Administrator [and the
Swap Counterparty] with at least sixty (60) days’ prior written notice.


 




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(c)          Subject
to Sections 1.09(d) and 1.09(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice
of termination from the Issuer to the Administrator [(with a copy to the Swap Counterparty)] if any of the following events shall
occur:


 


(i)  the Administrator
shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such
default within ten (10) Business Days (or, if such default cannot be cured in such time, shall not give within ten (10) Business
Days such assurance of cure as shall be reasonably satisfactory to the Issuer);


 


(ii)  the existence
of any proceeding or action, or the entry of a decree or order for relief by a court or regulatory authority having jurisdiction
over the Administrator in an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial
part of its property, or ordering the winding up or liquidation of the affairs of the Administrator and the continuance of any
such action, proceeding, decree or order unstayed and, in the case of any such order or decree, in effect for a period of ninety
(90) consecutive calendar days;


 


(iii)  the commencement
by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or the consent by the
Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Administrator or of any substantial part of its property or the making by the Administrator of
an assignment for the benefit of creditors or the failure by the Administrator generally to pay its debts as such debts become
due or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or


 


(iv)  any failure by
the Administrator to deliver any information, report, certification, compliance certificate, attestation or accountants’
letter when and as required under Section 1.21 which continues unremedied for fifteen (15) days after the date on which such information,
report, certification, compliance certificate, attestation or accountants’ letter was required to be delivered.


 


The Administrator agrees that if any of
the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture
Trustee within ten (10) Business Days after the occurrence of such event.


 


(d)          No
resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall
have been appointed by the Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this
Agreement in the same manner as the Administrator is bound hereunder and (iii) such successor Administrator shall have agreed to
coordinate with the Depositor or AHFC regarding communications to the Rating Agencies.


 


(e)          The
appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect
to the proposed appointment.


 




    	 	11 	 



     


    

  


(f)           Subject
to Sections 1.09(d) and 1.09(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the
Sale and Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become
the Administrator under this Agreement.


 


Section 1.10         Action
Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to the
first sentence of Section 1.09 or the resignation or removal of the Administrator pursuant to Section 1.09(a), (b) or (c), respectively,
the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 1.09
deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In
the event of the resignation or removal of the Administrator pursuant to Section 1.09(a), (b) or (c), respectively, the Administrator
shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the
duties of the Administrator.


 


Section 1.11         Notices.
(a) All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by United States mail,
postage prepaid, hand delivery, overnight delivery service or by electronic mail (if an address therefore has been provided by
the respective party in writing), and addressed to each party to this Agreement at the address set forth on Schedule A to the Sale
and Servicing Agreement, or to such other address as any party shall have provided to the other parties in writing.


 


(b)          (i)            Notices
required to be given to each Rating Agency by the Administrator shall be in writing, personally delivered 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 the address set forth for such Rating Agency on Schedule A to the Sale and Servicing Agreement,
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.


 


(ii)           Notwithstanding Section 1.11(b)(i)
above, notices required to be given to each Rating Agency under this Agreement 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.


 




    	 	12 	 



     


    

  


Section 1.12         Amendments.
This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with
the written consent of the Owner Trustee [and the Delaware Trustee] but without the consent of the Noteholders or the Certificateholders,
for the purpose of, (i) adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that such amendment will not,
in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any of the Noteholders
or the Certificateholders, or (ii) to correct any manifest error in the terms of this Agreement as compared to the terms expressly
set forth in the Prospectus. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee[,
the Delaware Trustee] and the Noteholders evidencing at least a majority of the Outstanding Amount [of the Controlling Class] and
the Certificateholders evidencing at least a majority of the Percentage Interests evidenced by the Trust Certificates for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment may (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions
that are required to be made for the benefit of the Noteholders or the Certificateholders or (ii) reduce the aforesaid percentage
of the Noteholders and Certificateholders which are required to consent to any such amendment, without the written consent of the
holders of all outstanding Notes and Trust Certificates. Notwithstanding the foregoing, the Administrator may not amend this Agreement
without the permission of the Depositor, which permission shall not be unreasonably withheld. Prior to its execution of any amendment
to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive an opinion of counsel, provided at
the expense of the party requesting such amendment, that such amendment is authorized and permitted by this Agreement.


 


Section 1.13         Successors
and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing
by the Issuer and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator
is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the
Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided, that such successor organization executes and delivers to the Issuer, the Owner Trustee
and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee,
in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner
as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or permitted assigns
of the parties hereto.


 


Section 1.14         Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT 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.


 




    	 	13 	 



     


    

  


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


 


Section 1.16         Counterparts.
This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute but one and the same instrument.


 


Section 1.17         Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


Section 1.18         Limitation
of Liability of Owner Trustee and Indenture Trustee.


 


(a)          Notwithstanding
anything contained herein to the contrary, this instrument has been countersigned by [_______], in its capacity as Owner Trustee
of the Issuer and in no event shall [_______], in its individual capacity, or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse
shall be had solely to the assets of the Issuer. For all purposes of this Agreement, 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.


 


(b)          Notwithstanding
anything contained herein to the contrary, this Agreement has been executed by [_______], in its capacity as Indenture Trustee
under the Indenture and in no event shall [_________], in its individual capacity, have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.


 


Section 1.19         Third-Party
Beneficiary. The [Asset Representations Reviewer, the] Owner Trustee [and the Delaware Trustee] and other indemnitees hereunder
are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions
hereof as if they were parties hereto.


 


Section 1.20         Rights
of the Indenture Trustee. The Indenture Trustee shall be afforded the same rights, protections, immunities and indemnities
set forth in the Indenture as if specifically set forth herein.


 




    	 	14 	 



     


    

  


Section 1.21         Additional
Requirements of the Administrator.


 


(a)          Reporting
Requirements.


 


(i)  If so requested
by the Issuer for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed
securities, the Administrator shall (i) notify the Issuer in writing of any material litigation or governmental proceedings pending
against the Administrator and (ii) provide to the Issuer a description of such proceedings.


 


(ii)  As a condition
to the succession to Administrator as administrator by any Person as permitted by Section 1.09 hereof the Administrator shall provide
to the succeeding Administrator, on behalf of the Issuer, at least ten (10) Business Days prior to the effective date of such succession
or appointment, (x) written notice of such succession or appointment and (y) in writing all information in order to comply with
its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.


 


(iii) In addition to such
information as the Administrator, as administrator, is obligated to provide pursuant to other provisions of this Agreement, if
so requested by the Issuer, the Administrator shall provide such information regarding the performance or servicing of the Receivables
as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.


 


(b)          Administrator
Compliance Statement. On or before ninety (90) days after the end of each fiscal year, commencing with the fiscal year ended
March 31st immediately following the Closing Date, the Administrator shall deliver to the Issuer a statement of compliance
addressed to the Issuer and signed by an authorized officer of the Administrator to the effect that (i) a review of the Administrator’s
activities during the immediately preceding reporting year (or applicable portion thereof) and of its performance under this Agreement
during such period has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge,
based on such review, the Administrator has fulfilled all of its obligations under this Agreement in all material respects throughout
such reporting year (or applicable portion thereof) or, if there has been a failure to fulfill any such obligation in any material
respect, specifically identifying each such failure known to such officer and the nature and the status thereof. If the Administrator
is the same party as the Servicer, such party’s compliance with Section 3.11(a) of the Sale and Servicing Agreement will
satisfy the Administrator’s obligations set forth in this Section 1.21(b).


 


(c)          Report
on Assessment of Compliance and Attestation. On or before ninety (90) days after the end of each fiscal year during which the
Issuer is required to file a report on Form 10-K with the Securities and Exchange Commission, commencing with the fiscal year ended
March 31st immediately following the Closing Date, the Administrator shall:


 




    	 	15 	 



     


    

  


(i)   deliver to
the Issuer and Owner Trustee a report (in form and substance reasonably satisfactory to the Issuer) regarding the Administrator’s
assessment of compliance with the Servicing Criteria during the immediately preceding reporting year, as required under Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and the Owner Trustee
and signed by an authorized officer of the Administrator, and shall address each of the Servicing Criteria applicable to the Administrator;


 


(ii)  deliver to the
Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that attests to,
and reports on, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange
Act; and


 


(iii) deliver to the Issuer
and the Owner Trustee and any other Person that will be responsible for signing the certification a Sarbanes Certification on behalf
of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit B.


 


The Administrator acknowledges that the parties identified in
clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes
Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii)
above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing
entity whose asset pool includes the Receivables.


 


If the Administrator is the same party as
the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s
obligations set forth in this Section 1.21(c).


 


(d)          Intent
of the Parties; Reasonableness. The Issuer and the Administrator acknowledge and agree that the purpose of Section 1.21 of
this Agreement is to facilitate compliance by the Issuer with the provisions of Regulation AB and related rules and regulations
of the Commission.


 


Neither the Issuer nor the Administrator
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 the federal securities laws, including the Securities Act, the Exchange Act and the
rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required
under the Securities Act). The Administrator acknowledges that the requirements of, and that the interpretations of the requirements
of Regulation AB 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, amendments to the regulation, or otherwise, and agrees
to comply with requests made by the Indenture Trustee, the Servicer or any other party to the Transaction Documents in good faith
for delivery of information under these provisions on the basis of evolving interpretations and rules of Regulation AB. In connection
therewith, the Administrator shall deliver to the Issuer (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information necessary in the good faith determination of the Issuer, to permit the
Issuer to comply with the provisions of Regulation AB.


 




    	 	16 	 



     


    

  


The Issuer (including any of its assignees
or designees) shall provide timely notice of requests for information under these provisions and reasonably limit such requests
to information required to comply with Regulation AB.


 




    	 	17 	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed and delivered as of the day and year first above written.


 


	 	HONDA AUTO RECEIVABLES 20[_]-[_]
	 	OWNER TRUST, as Issuer
	 	 	 
	 	By:	[______], not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	AMERICAN HONDA RECEIVABLES LLC,
	 	as Depositor
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[__________],
	 	not in its individual capacity but solely
	 	as Indenture Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	AMERICAN HONDA FINANCE CORPORATION, as Administrator
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	 	 



     


    

 


EXHIBIT A


 


POWER OF ATTORNEY PURSUANT TO


SECTION 1.02(c) OF ADMINISTRATION AGREEMENT


 


KNOW ALL MEN BY THESE PRESENTS, that Honda
Auto Receivables 20[_]-[_] Owner Trust, a Delaware statutory trust (the “Issuer”), does hereby appoint American
Honda Finance Corporation, a California corporation (the “Grantee”), located at 20800 Madrona Avenue, Torrance,
California 90503, as its attorney-in-fact with full power of substitution and hereby authorizes and empowers the Grantee, in the
name of and on behalf of the Grantor or the Issuer, to take the following actions from time to time with respect to the duties
of the Administrator under the Administration Agreement, dated [______] (the “Administration Agreement”), among
the Issuer, the Administrator, American Honda Receivables LLC, as depositor, and [______], as indenture trustee, for the purpose
of executing on behalf of the Grantor or the Issuer all such documents, reports, filings, instruments, certificates and opinions
required pursuant to the Related Documents:


 


The Grantee is hereby empowered to do any
and all lawful acts necessary or desirable to effect the performance of the duties under the Administration Agreement and the Grantor
hereby ratifies and confirms any and all lawful acts the Grantee shall undertake pursuant to and in conformity with this Power
of Attorney.


 


This Power of Attorney is revocable in whole
or in part as to the powers herein granted upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire
completely or, if so indicated, in part, upon the earlier of (i) the termination of the Amended and Restated Trust Agreement, dated
[_______] (the “Trust Agreement”), [among][between] American Honda Receivables LLC, as depositor, [and] [______],
as owner trustee[, and Citicorp Trust Delaware, National Association, as Delaware trustee], or (ii) the termination of the Administration
Agreement, as each may be amended, restated or supplemented from time to time. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Trust Agreement or the Administration Agreement, as the case may be.


 


This
Power of Attorney shall be created under and governed and construed under the internal laws of the State of New York.


 


The Grantor executes this Power of Attorney
with the intent to be legally bound hereby, and with the intent that such execution shall have the full dignity afforded by the
accompanying witnessing and notarization and all lesser dignity resulting from the absence of such witnessing and notarization
or any combination thereof.


 




    	 	A-1	 



     


    

  


Dated this __ day of [_______].


 


	 	HONDA AUTO RECEIVABLES 20[_]-[_] OWNER TRUST, as Issuer
	 	 	 
	 	By:	[__________], not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Signed and delivered in the presence of.


 


	 	 


 


	Address:	 	 


 


[Unofficial Witness]


 




    	 	A-2	 



     


    

 


EXHIBIT B


 


FORM OF SARBANES CERTIFICATE


 


I, [____________], certify that:


 


1.          I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of Honda Auto Receivables 20[_]-[_] Owner Trust (the “Exchange Act periodic reports”);


 


2.          Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.          Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.          I
am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted
in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed
in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material
respects; and


 


5.          All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In giving the certifications above, I have reasonably relied
on information provided to me by the following unaffiliated parties: [_____________]


 


Date: [____________]


 


	 	By:	 
	 	Name:	[__________]
	 	Title:	[__________]


 








    	 	B-1