EXHIBIT 10.4


 


(Multicurrency—Cross Border)


 


ISDA®


International Swap Dealers Association,
Inc.


 


MASTER AGREEMENT


 


dated as of [                ]


 


	[                 ]	and	HONDA AUTO RECEIVABLES
	 	 	OWNER TRUST
	 	 	20[  ]-[  ]


 


have entered and/or anticipate entering
into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes
the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”)
exchanged between the parties confirming those Transactions.


 


Accordingly, the parties agree as follows:—


 


1.           Interpretation


 


(a)          Definitions.
The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.


 


(b)          Inconsistency.
In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the
Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including
the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.


 


(c)          Single
Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form
a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise
enter into any Transactions.


 


2.           Obligations


 


(a)          General
Conditions.


 


(i)          Each
party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this
Agreement.


 


(ii)         Payments
under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant
Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in
the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt
on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or
elsewhere in this Agreement.


 


(iii)        Each
obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential
Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination
Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition
precedent specified in this Agreement.


 


Copyright © 1992 by International Swap Dealers Association, Inc.


 




    	 	 	 



     


    

 


(b)          Change
of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party
at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such
other party gives timely notice of a reasonable objection to such change.


 


(c)          Netting.
If on any date amounts would otherwise be payable:—


 


(i)          in
the same currency; and


 


(ii)         in
respect of the same Transaction,


 


by each party to the other, then, on such
date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.


 


The parties may elect in respect of two
or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency
in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election
may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified
as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease
to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will
apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.


 


(d)          Deduction
or Withholding for Tax.


 


(i)          Gross-Up.
All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction
or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then
in effect. If a party is so required to deduct or withhold, then that party (“X”) will:—


 


(1)   promptly
notify the other party (“Y”) of such requirement;


 


(2)   pay
to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted
or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such
deduction or withholding is required or receiving notice that such amount has been assessed against Y;


 


(3)   promptly
forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment
to such authorities; and


 


(4)   if
such Tax is an lndemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such
additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes,
whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required.
However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:—


 


(A)   the
failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or


 


(B)   the
failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred
but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which
a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement)
or (II) a Change in Tax Law.


 


(ii)         Liability.
If:—


 


(1)   X
is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction
or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);


 




    	 	2 	 



     


    

 


(2)   X
does not so deduct or withhold; and


 


(3)   a
liability resulting from such Tax is assessed directly against X,


 


then, except to the extent Y has satisfied or then
satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability
for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained
in Section 4(a)(i), 4(a)(iii) or 4(d)).


 


(e)          Default
Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the
relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and
subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party
on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to
(but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding
and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will
compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.


 


3.           Representations


 


Each party represents to the other party
(which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in
the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—


 


(a)          Basic
Representations.


 


(i)          Status.
It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant
under such laws, in good standing;


 


(ii)         Powers.
It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver
this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform
its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has
taken all necessary action to authorise such execution, delivery and performance;


 


(iii)        No
Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it,
any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it
or any of its assets or any contractual restriction binding on or affecting it or any of its assets;


 


(iv)        Consents.
All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents
have been complied with; and


 


(v)         Obligations
Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal,
valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation,
insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable
principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).


 


(b)          Absence
of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect
to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing
its obligations under this Agreement or any Credit Support Document to which it is a party.


 


(c)          Absence
of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit
or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is
likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which
it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.


 




    	 	3 	 



     


    

 


(d)          Accuracy
of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party
and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and
complete in every material respect.


 


(e)          Payer
Tax Representation. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e)
is accurate and true.


 


(f)          Payee
Tax Representations. Each representation specified in the Schedule as being made by it for the purpose of this Section
3(f) is accurate and true.


 


4.           Agreements


 


Each party agrees with the other that,
so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is
a party:—


 


(a)          Furnish
Specified Information. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such
government or taxing authority as the other party reasonably directs:—


 


(i)          any
forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;


 


(ii)         any
other documents specified in the Schedule or any Confirmation; and


 


(iii)        upon
reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to
allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document
without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long
as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position
of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory
to such other party and to be executed and to be delivered with any reasonably required certification,


 


in each case by the date specified in the
Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.


 


(b)          Maintain
Authorisations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental
or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which
it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.


 


(c)          Comply
with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure
so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document
to which it is a party.


 


(d)          Tax
Agreement. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true
promptly upon learning of such failure.


 


(e)          Payment
of Stamp Tax. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution
or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered
to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp
Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also
a Stamp Tax Jurisdiction with respect to the other party.


 


5.           Events
of Default and Termination Events


 


(a)          Events
of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party
or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”)
with respect to such party:—


 


(i)          Failure
to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section
2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day
after notice of such failure is given to the party;


 




    	 	4 	 



     


    

 


(ii)         Breach
of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make
any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement
or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement
if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;


 


(iii)        Credit
Support Default.


 


(1)   Failure
by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied
with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace
period has elapsed;


 


(2)   the
expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full
force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction
of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent
of the other party; or


 


(3)   the
party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity
of, such Credit Support Document;


 


(iv)        Misrepresentation.
A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated
by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been
incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;


 


(v)         Default
under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of
such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period,
there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2)
defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the
last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues
for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims,
repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed
or empowered to operate it or act on its behalf);


 


(vi)        Cross
Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence
of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit
Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating
to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable
Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable
at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and
payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in
making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under
such agreements or instruments (after giving effect to any applicable notice requirement or grace period);


 


(vii)       Bankruptcy.
The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:—


 




    	 	5 	 



     


    

 


(1)   is
dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts
or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement
or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment
of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’
rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted
or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order
for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained
in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official
management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the
appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for
it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or
has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially
all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained,
in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws
of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any
action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or


 


(viii)      Merger
Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges
with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation,
merger or transfer:—


 


(1)   the
resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under
this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an
agreement reasonably satisfactory to the other party to this Agreement; or


 


(2)   the
benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting,
surviving or transferee entity of its obligations under this Agreement.


 


(b)          Termination
Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party
or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below,
a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if
specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination
Event if the event is specified pursuant to (v) below:—


 


(i)          Illegality.
Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the
promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction
of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for
such party (which will be the Affected Party):—


 


(1)   to
perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such
Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or


 


(2)   to
perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such
Credit Support Provider) has under any Credit Support Document relating to such Transaction;


 


(ii)         Tax
Event. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after
the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party
to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood
that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect
of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive
a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4)
(other than by reason of Section 2(d)(i)(4)(A) or (B));


 




    	 	6 	 



     


    

 


(iii)        Tax
Event Upon Merger. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either
(1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest
under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account
of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason
of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or
into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action
does not constitute an event described in Section 5(a)(viii);


 


(iv)        Credit
Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such
party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with,
or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute
an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially
weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action
(and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or


 


(v)         Additional
Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as
applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such
Additional Termination Event in the Schedule or such Confirmation).


 


(c)          Event
of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default
also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.


 


6.           Early
Termination


 


(a)          Right
to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting
Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than
20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such
notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early
Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding
Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution
of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event
of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).


 


(b)          Right
to Terminate Following Termination Event.


 


(i)          Notice.
If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the
nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination
Event as the other party may reasonably require.


 


(ii)         Transfer
to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one
Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as
a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will
not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice
under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of
its Offices or Affiliates so that such Termination Event ceases to exist.


 


If the Affected Party is not able to make such a transfer
it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer
within 30 days after the notice is given under Section 6(b)(i).


 


Any such transfer by a party under this Section 6(b)(ii)
will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such
other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms
proposed.


 




    	 	7 	 



     


    

 


(iii)        Two
Affected Parties. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each
party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on
action to avoid that Termination Event,


 


(iv)        Right
to Terminate. If:—


 


(1)   a
transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect
to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or


 


(2)   an
Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon
Merger occurs and the Burdened Party is not the Affected Party,


 


either party in the case of an Illegality, the Burdened
Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event
if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger
or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party
and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective
as an Early Termination Date in respect of all Affected Transactions.


 


(c)          Effect
of Designation.


 


(i)          If
notice designating an Early Termination Date is given under Section 6(a) or (h), the Early Termination Date will occur on the date
so designated, whether or not the relevant Event of Default or Termination Event is then continuing.


 


(ii)         Upon
the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or
2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this
Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).


 


(d)          Calculations.


 


(i)          Statement.
On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations
on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail,
such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details
of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source
of a quotation obtained in determining a Market Quotation. the records of the party obtaining such quotation will be conclusive
evidence of the existence and accuracy of such quotation.


 


(ii)         Payment
Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on
the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs
as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount
payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount
will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in
the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid,
at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.


 


(e)          Payments
on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’
election in the Schedule of a payment measure, either “Market Quotation” or “Loss”, and a payment method,
either the “First Method” or the “Second Method”. If the parties fail to designate a payment measure or
payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method”, as the
case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section
will be subject to any Set-off.


 




    	 	8 	 



     


    

 


(i)          Events
of Default. If the Early Termination Date results from an Event of Default:—


 


(1)   First Method
and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party
the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of
the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over
(B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.


 


(2)   First Method
and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number,
the Non-defaulting Party’s Loss in respect of this Agreement.


 


(3)   Second Method
and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the
Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency
Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts
owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party;
if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


(4)   Second Method
and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in
respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if
it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.


 


(ii)         Termination
Events. If the Early Termination Date results from a Termination Event:—


 


(1)   One Affected
Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market
Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and
to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party,
respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect
of all Terminated Transactions.


 


(2)   Two Affected
Parties. If there are two Affected Parties:—


 


(A)   if
Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount
will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher
Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and
(b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid
Amounts owing to Y; and


 


(B)   if
Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being
terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between
the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).


 


If the amount
payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.


 


(iii)        Adjustment
for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination”
applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate
and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by
such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).


 




    	 	9 	 



     


    

 


(iv)        Pre-Estimate.
The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of
loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except
as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such
losses.


 


7.           Transfer


 


Subject to Section 6(b)(ii), neither this
Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise)
by either party without the prior written consent of the other party, except that:—


 


(a)          a
party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer
of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement);
and


 


(b)          a
party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section
6(e).


 


Any purported transfer that is not in compliance
with this Section will be void.


 


8.           Contractual
Currency


 


(a)          Payment
in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this
Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation
to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment
is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency,
of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount
in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement,
the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount
in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual
Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the
payment will refund promptly the amount of such excess.


 


(b)          Judgments.
To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency
is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to
any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment
of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which
such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount
of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will
refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which
the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and
the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually
received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange
payable in connection with the purchase of or conversion into the Contractual Currency.


 


(c)          Separate
Indemnities. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations
from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding
any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or
proof being made for any other sums payable in respect of this Agreement.


 


(d)          Evidence
of Loss. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered
a loss had an actual exchange or purchase been made.


 




    	 	10 	 



     


    

 


9.           Miscellaneous


 


(a)          Entire
Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject
matter and supersedes all oral communication and prior writings with respect thereto.


 


(b)          Amendments.
No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages
on an electronic messaging system.


 


(c)          Survival
of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement
will survive the termination of any Transaction.


 


(d)          Remedies
Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement
are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.


 


(e)          Counterparts
and Confirmations.


 


(i)          This
Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including
by facsimile transmission), each of which will be deemed an original.


 


(ii)         The
parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether
orally or otherwise). A Confirmation shall he entered into as soon as practicable and may he executed and delivered in counterparts
(including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic
messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The
parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes
a Confirmation.


 


(f)          No
Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not
be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude
any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.


 


(g)          Headings.
The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken
into consideration in interpreting this Agreement.


 


10.         Offices;
Multibranch Parties


 


(a)          If
Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than
its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation
or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its
head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered
into.


 


(b)          Neither
party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without
the prior written consent of the other party.


 


(c)          If
a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries
under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or
deliveries with respect to a Transaction will be specified in the relevant Confirmation.


 


11.         Expenses


 


A Defaulting Party will, on demand, indemnify
and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred
by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document
to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to,
costs of collection.


 




    	 	11 	 



     


    

 


12.         Notices


 


(a)          Effectiveness.
Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice
or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address
or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective
as indicated:—


 


(i)          if
in writing and delivered in person or by courier, on the date it is delivered;


 


(ii)         if
sent by telex, on the date the recipient’s answerback is received;


 


(iii)        if
sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible
form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated
by the sender’s facsimile machine);


 


(iv)        if
sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail
is delivered or its delivery is attempted; or


 


(v)         if
sent by electronic messaging system, on the date that electronic message is received,


 


unless the date of that delivery (or attempted
delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received,
as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and
effective on the first following day that is a Local Business Day.


 


(b)          Change
of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging
system details at which notices or other communications are to be given to it.


 


13.         Governing
Law and Jurisdiction


 


(a)          Governing
Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.


 


(b)          Jurisdiction.
With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:—


 


(i)          submits
to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive
jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in
New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and


 


(ii)         waives
any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim
that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings,
that such court does not have any jurisdiction over such party.


 


Nothing in this Agreement precludes either
party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law,
the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension
or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude
the bringing of Proceedings in any other jurisdiction.


 


(c)          Service
of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive,
for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to
act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12.
Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.


 


(d)          Waiver
of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself
and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar
grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any
judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction
and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.


 




    	 	12 	 



     


    

 


14.         Definitions


 


As used in this Agreement:—


 


“Additional Termination Event”
has the meaning specified in Section 5(b).


 


“Affected Party”
has the meaning specified in Section 5(b).


 


“Affected Transactions”
means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions
affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.


 


“Affiliate” means,
subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this
purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.


 


“Applicable Rate”
means:—


 


(a)          in
respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default
Rate;


 


(b)          in
respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance
with Section 6(d)(ii)) on which that amount is payable, the Default Rate;


 


(c)          in
respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting
Party, the Non-default Rate; and


 


(d)          in
all other cases, the Termination Rate.


 


“Burdened Party”
has the meaning specified in Section 5(b).


 


“Change in Tax Law”
means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application
or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.


 


“consent” includes
a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.


 


“Credit Event Upon Merger”
has the meaning specified in Section 5(b).


 


“Credit Support Document”
means any agreement or instrument that is specified as such in this Agreement. “Credit Support Provider” has the meaning
specified in the Schedule.


 


“Default Rate”
means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.


 


“Defaulting Party”
has the meaning specified in Section 6(a).


 


“Early Termination Date”
means the date determined in accordance with Section 6(a) or 6(h)(iv).


 


“Event of Default”
has the meaning specified in Section 5(a) and, if applicable, in the Schedule.


 


“Illegality”
has the meaning specified in Section 5(b).


 


“Indemnifiable Tax”
means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment
or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person
being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction,
but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations
or received a payment under, or enforced, this Agreement or a Credit Support Document).


 




    	 	13 	 



     


    

 


“law” includes
any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue
authority) and “lawful” and “unlawful” will be construed accordingly.


 


“Local Business Day”
means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation
or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated
by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and,
if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other
communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by
the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located
and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.


 


“Loss” means,
with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case
expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions,
as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss
or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required
to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include
a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant
Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable.
A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers
in the relevant markets.


 


“Market Quotation”
means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis
of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed
as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking
into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker
to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party
the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction
or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required
after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions
are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have
been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included.
The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith,
agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the
extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be
selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the
quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided,
the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer
than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group
of Terminated Transactions cannot be determined.


 


“Non-default Rate”
means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified
by it) if it were to fund the relevant amount.


 


“Non-defaulting Party”
has the meaning specified in Section 6(a).


 




    	 	14 	 



     


    

 


“Office” means
a branch or office of a party, which may be such party’s head or home office.


 


“Potential Event of Default”
means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.


 


“Reference Market-makers”
means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among
dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding
whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office
in the same city.


 


“Relevant Jurisdiction”
means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c)
in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.


 


“Scheduled Payment Date”
means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.


 


“Set-off” means
set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer
of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or
otherwise) that is exercised by, or imposed on, such payer.


 


“Settlement Amount”
means, with respect to a party and any Early Termination Date, the sum of:—


 


(a)          the
Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group
of Terminated Transactions for which a Market Quotation is determined; and


 


(b)          such
party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or
group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the
party making the determination) produce a commercially reasonable result.


 


“Specified Entity”
has the meanings specified in the Schedule.


 


“Specified Indebtedness”
means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.


 


“Specified Transaction”
means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such
party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity
of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option,
equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these
transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.


 


“Stamp Tax” means
any stamp, registration, documentation or similar tax.


 


“Tax” means
any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and
additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this
Agreement other than a stamp, registration, documentation or similar tax.


 


“Tax Event” has
the meaning specified in Section 5(b).


 


“Tax Event Upon Merger”
has the meaning specified in Section 5(b).


 


“Terminated Transactions”
means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice
designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early
Termination Date).


 


“Termination Currency”
has the meaning specified in the Schedule.


 




    	 	15 	 



     


    

 


“Termination Currency Equivalent”
means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any
amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination
Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency
as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as
of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange
agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m.
(in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such
a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign
exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that
party and otherwise will be agreed by the parties.


 


“Termination Event”
means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.


 


“Termination Rate”
means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.


 


“Unpaid Amounts”
owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions,
the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i)
on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each
Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required
to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such
Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered
as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest,
in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to
have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will
be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation
referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e)
or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably
determined by both parties.


 


IN WITNESS WHEREOF the parties have executed
this document on the respective dates specified below with effect from the date specified on the first page of this document.


 


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


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 	16 	 



     


    

 


ISDA


International Swap Dealers Association,
Inc.


 


SCHEDULE


to the 


Master Agreement


 


dated as of [________]


 


between


 


[________]
(“Party A”) and


Honda
Auto Receivables Owner Trust [___]–[_] (“Party B”)


 


Part 1.       Termination
Provisions.


 


		(a)	The following shall apply:



 


			(i)         Termination by Party A -
Events of Default. Notwithstanding the provisions of Section 5(a), the only events which will constitute Events of Default
when they occur in relation to Party B will be those events specified in Sections 5(a)(i) (Failure To Pay Or Deliver),
and Section 5(a)(vii) (Bankruptcy), provided that with respect to Party B the provisions of Section 5(a)(vii)
clauses (2), (7) and (9) will not be applicable as an Event of Default; clause (3) will not apply to Party B to the extent
it refers to any assignment, arrangement or composition that is effected by or pursuant to the Indenture; clause (4) will
not apply to Party B to the extent that it refers to proceedings or petitions instituted or presented by Party A or any
of its Affiliates; clause(6) will not apply to Party B to the extent that it refers to (i) any appointment that is contemplated
or effected by the Indenture (as defined herein) or (ii) any appointment that Party B has not become subject to); clause (8)
will not apply to Party B to the extent that it applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the extent
that such provisions are not disapplied with respect to Party B).



 


			Accordingly, the provisions of Section 5(a)(ii) (Breach Of Agreement), the provisions of Section 5(a)(iii)
(Credit Support Default) (other than Section 5(a)(iii)(1)), the provisions of Section 5(a)(iv) (Misrepresentation), the
provisions of Section 5(a)(v) (Default Under Specified Transaction), the provisions of Section 5(a)(vi) (Cross Default),
the provisions of Section 5(a)(vii) (Bankruptcy) set forth in the proviso in the preceding paragraph and the provisions of
Section 5(a)(viii) (Merger Without Assumption) will in no circumstances be regarded as having given rise to an Event of Default
with respect to Party B.



 


			(ii)         Termination
by Party A - Termination Events Notwithstanding the provisions of Section 5(b), and save as otherwise provided herein,
the only events which will constitute Termination Events when they occur in relation to Party B will be those events specified
in Section 5(b)(i) (Illegality), Section 5(b)(ii) (Tax Event), Section 5(b)(iii) (Tax Event Upon Merger) and Section 5(b)(v)
(Additional Termination Event); provided that Party A shall not be entitled to designate an Early Termination Date
by reason of a Tax Event Upon Merger in respect of which it is the Affected Party. Accordingly, the provisions of Section 5(b)(iv)
(Credit Event Upon Merger) will not be regarded as having given rise to a Termination Event with respect to Party B.






 




    	 	17 	 



     


    

 


			(iii)       Termination by Party B - Events
of Default and Termination Events. Save as otherwise provided herein, the provisions of Section 5 will apply with respect
to Party A without amendment. For purposes of Section 5(a)(vi) (Cross Default), the Threshold Amount applicable to Party A
shall be 3% of shareholder equity (excluding deposits).



 


		(b)	“Specified Entity” none specified in relation to either Party A
or Party B.



 


		(c)	“Specified Transaction” will have the meaning specified in Section 14 of
this Agreement.



 


		(d)	The “Automatic Early Termination” provision of Section 6(a) of this Agreement
will not apply to Party A and will not apply to Party B.



 


		(e)	Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:



 


			Market Quotation will apply and the Second Method will apply; provided, however,
with respect to an early termination in which Party A is the Defaulting Party or sole Affected Party in respect
of an Additional Termination Event or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement, the following amendment
to this Agreement set forth in paragraphs (i) to (vi) below shall apply:



 


			(i)         The definition of “Market
Quotation” shall be deleted in its entirety and replaced with the following:



 


			“Market Quotation” means, with respect to one or more Terminated Transactions,
a Firm Offer which is (1) made by a Reference Market-maker that is an Eligible Replacement, (2) for an amount that would be paid
to Party B (expressed as a negative number) or by Party B (expressed as a positive number) in consideration of an agreement
between Party B and such Reference Market-maker to enter into a transaction (the “Replacement Transaction”)
that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transactions or group of Terminated Transactions that would, but for the occurrence
of the relevant Early Termination Date, have been required after that Date, (3) made on the basis that Unpaid Amounts in respect
of the Terminated Transaction or group of Transactions are to be excluded but, without limitation, any payment or delivery that
would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent)
after that Early Termination Date is to be included and (4) made in respect of a Replacement Transaction with commercial terms
substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated
Transactions).”



 


(ii)        The
definition of “Settlement Amount” shall be deleted in its entirety and replaced with the following:


 


“Settlement Amount”
means, with respect to any Early Termination Date, an amount (as determined by Party B) equal to:


 


(a)          if,
on or prior to such Early Termination Date, a Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions
is accepted by Party B so as to become legally binding, the Termination Currency Equivalent of the amount (whether positive
or negative) of such Market Quotation;


 


(b)          if,
on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions
is accepted by Party B so as to become legally binding and one or more Market Quotations have been communicated to Party B
and remain capable of becoming legally binding upon acceptance by Party B, the Termination Currency Equivalent of the amount
(whether positive or negative) of the lowest of such Market Quotations; and


 




    	 	18 	 



     


    

 


(c)          if,
on such Early Termination Date, no Market Quotation for the relevant Terminated Transaction or group of Terminated Transactions
is accepted by Party B so as to become legally binding and no Market Quotations have been communicated to Party B and
remain capable of becoming legally binding upon acceptance by Party B, Party B’s Loss (whether positive or negative
and without reference to Unpaid Amounts) for the relevant Terminated Transaction or group of Terminated Transactions.


 


(iii)      For
the purpose of sub-paragraph (4) of the definition of Market Quotation, Party B shall determine in its sole discretion, acting
in a commercially reasonable manner, whether a Firm Offer is made in respect of a Replacement Transaction with commercial terms
substantially the same as those of this Agreement (save for the exclusion of provisions relating to Transactions that are not Terminated
Transactions).


 


(iv)       Party B
undertakes to use its reasonable efforts to obtain at least one Market Quotation before the Early Termination Date.


 


(v)        If
Party B requests Party A in writing to obtain Market Quotations, Party A shall use its reasonable efforts to do
so before the Early Termination Date.


 


(vi)       If
the Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement shall be deleted in its entirety and replaced
with the following:


 


“Second
Method and Market Quotation”. If Second Method and Market Quotation apply, (1) Party B shall pay to Party A
an amount equal to the absolute value of the Settlement Amount in respect of the Terminated Transactions, (2) Party B shall
pay to Party A the Termination Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party A shall
pay to Party B the Termination Currency Equivalent of the Unpaid Amounts owing to Party B, provided that, (i) the amounts
payable under (2) and (3) shall be subject to netting in accordance with Section 2(c) of this Agreement and (ii) notwithstanding
any other provision of this Agreement, any amount payable by Party A under (3) shall not be netted-off against any amount
payable by Party B under (1).”


 


		(f)	“Termination Currency” means U.S. Dollars.



 


		(g)	Additional Termination Event will apply. Each of the following events shall constitute
an Additional Termination Event hereunder:



 


(i)          Liquidations
of Collateral. The following shall constitute an Additional Termination Event in which Party B shall be the sole Affected
Party: Any liquidation of the Collateral occurs following an Event of Default under the Indenture or the Notes are otherwise redeemed
or prepaid in full other than in connection with an optional purchase of Receivables pursuant to Section 9.01 of the Sale
and Servicing Agreement.


 


(ii)         Regulation
AB Financial Disclosure. The following shall constitute an Additional Termination Event in which Party A shall be the
sole Affected Party: The failure of Party A to materially comply with or materially perform any agreement or undertaking to
be complied with or performed by Party A under Part 5(t) of this Schedule.


 


(iii)        S&P
or Fitch Downgrade of Party A. The failure by Party A to post Eligible Collateral in accordance with the terms of
the Credit Support Annex or to obtain a Eligible Guarantee in accordance with Part 5(q) of this Schedule or to transfer its rights
and obligations hereunder to an Eligible Replacement in accordance with Part 5(q) of this Schedule shall constitute an Additional
Termination Event for which Party A shall be the sole Affected Party.


 




    	 	19 	 



     


    

 


(iv)        Moody’s
First Rating Trigger Collateral. The following shall constitute an Additional Termination Event in which Party A is the
sole Affected Party: Party A has failed to comply with or perform any obligation to be complied with or performed by Party A
in accordance with the Credit Support Annex and either (x) the Moody’s Second Rating Trigger Requirements do not apply or
(y) less than 30 Local Business Days have elapsed since the
last time the Moody’s Second
Rating Trigger Requirements did not apply.


 


(v)         Moody’s
Second Rating Trigger Replacement. The following shall constitute an Additional Termination Event in which Party A is
the sole Affected Party: (x) The Moody’s Second Rating Trigger Requirements apply and 30 or more Local Business Days have
elapsed since the last time the Moody’s Second Rating Trigger Requirements did not apply and (y) (A) at least one Eligible
Replacement has made a Firm Offer (which remains capable of becoming legally binding upon acceptance) to be the transferee of a
transfer to be made in accordance with Part 5(e) below and/or (B) at least one entity with the Moody’s First Trigger Required
Ratings and/or the Moody’s Second Trigger Required Ratings has made a Firm Offer (which remains capable of becoming legally
binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A’s present and
future obligations under this Agreement.


 


(A)         The
“Moody’s First Rating Trigger Requirements” shall apply so long as no Relevant Entity has the Moody’s First
Trigger Required Ratings.


 


An entity shall have the “Moody’s
First Trigger Required Ratings” (x) where such entity is the subject of a Moody’s Short-term Rating, if
such rating is “Prime-1” and its long-term, unsecured and unsubordinated debt obligations are rated “A2”
or above by Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A1” or above by Moody’s.


 


(B)         So
long as the Moody’s First Rating Trigger Requirements apply, Party A will at its own cost use commercially reasonable
efforts to, as soon as reasonably practicable, (x) procure an Eligible Guarantee in respect of all of Party A’s present
and future obligations under this Agreement to be provided by a guarantor with the Moody’s First Trigger Required Ratings,
(y) transfer to Party B the amount of Eligible Collateral required under the Credit Support Annex or (z) transfer this Agreement
in accordance with Part 5(e) below.


 


(C)         The
“Moody’s Second Rating Trigger Requirements” shall apply so long as no Relevant Entity has the Moody’s
Second Trigger Required Ratings.


 


An entity shall have the “Moody’s
Second Trigger Required Ratings” (x) where such entity is the subject of a Moody’s Short-term Rating, if such
rating is “Prime-2” or above and its long-term, unsecured and unsubordinated debt obligations are rated “A3”
or above by Moody’s and (y) where such entity is not the subject of a Moody’s Short-term Rating, if its long-term,
unsecured and unsubordinated debt obligations are rated “A3” or above by Moody’s.


 


(D)         So
long as the Moody’s Second Rating Trigger Requirements apply, Party A will at its own cost use commercially reasonable
efforts to, as soon as reasonably practicable, either (x) procure an Eligible Guarantee in respect of all of Party A’s
present and future obligations under this Agreement to be provided by a guarantor with the Moody’s First Trigger Required
Ratings and/or the Moody’s Second Trigger Required Ratings or (y) transfer this Agreement in accordance with Part 5(e) below,
and in both the case of (x) and (y), transfer to Party B the amount of Eligible Collateral required under the Credit Support
Annex.


 




    	 	20 	 



     


    

 


In the event of an Early Termination
Date in respect of a Party A Rating Downgrade, an S&P Required Ratings Downgrade, a Fitch Required Ratings Downgrade,
a Moody’s First Rating Trigger Replacement or a Moody’s Second Rating Trigger Replacement and the entering into by
Party B of alternative swap arrangements, Party A shall pay all reasonable out-of-pocket expenses, including legal fees
and stamp taxes, relating to the entering into of such alternative swap arrangements.


 


Part
2.       Tax Representations


 


		(a)	Payer Representations. For the purpose of Section 3(e) of this Agreement, Party A
will make the following representation and Party B will make the following representation:



 


			It is not required by any applicable law, as modified by the practice of any relevant governmental
revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment
(other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this
Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant
to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of
this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i)
or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of
this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and
the other party does not deliver a form or document under Section 4(a)(iii) of this Agreement by reason of material prejudice
to its legal or commercial position.



 


		(b)	Payee Representations. For the purpose of Section 3(f) of this Agreement, Party A
and Party B will make the representations in (i) and (ii) below.



 


		(i)	Party A represents that it is a [___________] organized under the laws of [________].



 


		(ii)	Party B represents that it is a [Delaware statutory trust] organized or formed under the laws
of the [State of Delaware].



 


Part
3.       Agreement to Deliver Documents.


 


For the purpose of Sections 4(a)(i)
and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:


 


		(a)	Tax forms, documents or certificates to be delivered are:



 


Party A and Party B
shall promptly deliver to the other party (or as directed) any form or document accurately completed and in a manner reasonably
satisfactory to the other party that may be required or reasonably requested in order to allow the other party to make a payment
under a Transaction without any deduction or withholding for or on account of any Tax or with such deduction or withholding at
a reduced rate, promptly upon reasonable demand by the other party.


 


(b)          Other
documents to be delivered are:


 


	Party required to deliver document	Form/Document/

Certificate	Date by which to be delivered	Covered by Section 3(d) Representation of this Agreement
	Party A and Party B	Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.	Upon execution of this Agreement.	Yes


 




    	 	21 	 



     


    

 


	Party required to deliver

document	Form/Document/

Certificate	Date by which to be

delivered	Covered by Section 3(d)

Representation of this

Agreement
	Party A	An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.	Upon execution of this Agreement.	No
	Party B	An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.	Upon execution of this Agreement.	No
	Party B	A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.	Upon execution of this Agreement.	Yes
	Party B	Copies of executed Indenture and Sale and Servicing Agreement.	Upon execution of such Agreements	Yes
	Party A	Financial data relating to Party A, as required pursuant to Part 5(t) of this Schedule.	As required pursuant to Part 5(t) of this Schedule.	Yes
	Party A	Executed Indemnification and Disclosure Agreement, among Party A, American Honda Finance Corporation and American Honda Receivables LLC, relating to Party A’s furnished information for use in the Prospectus and other matters.	Upon or prior to execution of this Agreement	Yes


 


Part 4.       Miscellaneous.


 


		(a)	Addresses for Notices. For the purpose of Section 12(a) of this Agreement:



 


Address for notices
or communications to Party A:


 


[____________]


[____________]


[____________]


[____________]


[____________]


[____________]


 




    	 	22 	 



     


    

 


Address for notices or communications to Party B:


 


[____________]


[____________]


[____________]


[____________]


[____________]


 


With a copy to:


 


American Honda Finance Corporation


20800 Madrona Avenue


Torrance, CA 90503


Attention: Treasury Manager


 




    	 	23 	 



     


    

 


With a copy to the Indenture Trustee at:


 


[____________]


[____________]


[____________]


[____________]


 


		(b)	Process Agent. For the purpose of Section 13(c)
of this Agreement:



 


	Party A appoints as its Process Agent	[____________]
	Party B appoints as its Process Agent	Not applicable


 


		(c)	Notices. Section 12(a) of the Agreement is amended by adding the words in the third
line thereof after the phrase “messaging system” and before the “)” the words “; provided, however,
any such notice or other communication may be given by facsimile transmission if telex is unavailable, no telex number is supplied
by the party providing notice, or if answer back confirmation is not received from the party to whom the telex is sent.”



 


		(d)	Offices. The provisions of Section 10(a) of this Agreement will apply to this Agreement.



 


		(e)	Multibranch Party. For the purpose of Section 10(c)
of this Agreement:



 


[Party A is not a Multibranch
Party.]


 


Party B
is not a Multibranch Party.


 


		(f)	Calculation Agent. The Calculation Agent is Party B, unless otherwise specified in
a Confirmation in relation to the relevant Transaction.



 


		(g)	Credit Support Document. Details of any Credit Support
Document:



 


With respect to Party A: The Credit Support Annex and any Eligible Guarantee in support of Party A’s obligations under this Agreement



 


With
respect to Party B:[____________]


 


		(h)	Credit Support Provider. Credit Support Provider
means in relation to



 


	 	Party A:	The guarantor under any Eligible Guarantee in support of Party A’s obligations under this Agreement.
	 	 	 
	 	Party B:	Not applicable.


 


		(i)	Governing Law. This Agreement will be governed by and construed in accordance with the laws
of the State of New York (without reference to choice of laws doctrine except Section 5-1401 and Section 5-1402 of the
New York General Obligation Law).



 


		(j)	Netting of Payments. The limitation set forth in Section 2(c)(ii) of this Agreement
will apply and therefore the netting in Section 2(c) of this Agreement will be limited to the same Transaction.



 


		(k)	“Affiliate” will have the meaning specified in Section 14 of this Agreement.



  




    	 	24 	 



     


    

 


		(l)	No Gross Up by Party B. Section 2(d)(i)(4) is hereby deleted and replaced
by the following:


 





			“(4)       (A)       If
Party A is the party so required to deduct or withhold, then Party A shall make such additional payment as is necessary
to ensure that the net amount actually received by Party B (free and clear of all Taxes, whether assessed against it or Party B)
will equal the full amount Party B would have received had no such deduction or withholding been required; and



 


			(B)         if Party B is the party so required
to deduct or withhold, then Party B shall make the relevant payment subject to such deduction or withholding and Party B
will not be required to gross up.



 


			For the avoidance of doubt, the fact that any payment is made by Party B subject to the provisions
of (B) above shall at no time affect the obligations of Party A under (A) above.”



 


Part
5.       Other Provisions.


 


		(a)	ISDA Definitions



 


The definitions and provisions
contained in the 2000 ISDA Definitions (the “2000 Definitions”) as published by the International Swaps and Derivatives
Association, Inc. are incorporated by reference into this Agreement. The Agreement and each Transaction will be governed by the
2000 Definitions as they may be officially amended and supplemented from time to time by ISDA.


 


For the sake of clarity, unless
otherwise specified in this Agreement, the following documents shall govern in the order in which they are listed in the event
of any inconsistency between any of the documents:


 


(i)         the
Confirmation;


(ii)        the
Schedule;


(iii)       the
2000 Definitions; and


(iv)       the
printed form of ISDA Master Agreement.


 


		(b)	Relationship Between Parties



 


Each party will be deemed to
represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for the Transaction):


 


(i)         Non-Reliance.
It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether
that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed
necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation
to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a
Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from
the other party any assurance or guarantee as to the expected results of that Transaction.


 


(ii)        Assessment
and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and
assumes, the risks of that Transaction.


 


(iii)       Status
of Parties. Each party is acting as principal and not as agent and the other party is not acting as a fiduciary for or as an
advisor to it in respect of that Transaction.


 


(iv)       Eligible
Contract Participant. It is an “eligible contract participant” as defined in Section 1a(12) of the U.S. Commodity
Exchange Act, 7 U.S.C. Section 1a(12).


 




    	 	25 	 



     


    

 


(v)        FDIC
Requirements. If it is a bank subject to the requirements of 12 U.S.C. § 1823(e), the necessary action to authorize referred
to in the representation in Section 3(a)(ii) includes all authorizations required under the Federal Deposit Insurance Act
as amended, including amendments effected by the Financial Institutions Reform, Recovery and Enforcement Act of 1989, and under
any agreement, writ, decree, or order entered into with such party’s supervisory authorities. At all times during the term
of this Agreement, such party will continuously include and maintain as part of its official written books and records this Agreement,
this Schedule and all other exhibits, supplements, and attachments hereto and documents incorporated by reference herein, all Confirmations,
and evidence of all necessary authorizations.


 


(vi)       ERISA.
It continuously represents that it is not (i) an employee benefit plan (an “ERISA Plan”) as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), subject to Title 1 of ERISA
or Section 4975 of the Internal Revenue Code of 1986, as amended, (ii) a person or entity acting on behalf of an ERISA Plan
or (iii) a person or entity the assets of which constitute assets of an ERISA Plan.” It will provide notice to the other
party in the event that it is aware that it is in breach of any aspect of this representation or is aware that with the passing
of time, giving of notice or expiry of any applicable grace period, it will breach this representation.


 


		(c)	Waiver of Jury Trial. Each party hereby irrevocably waives any and all rights to trial by
jury with respect to any legal proceeding arising out of or relating to this Agreement or any Transaction contemplated hereby.



 


		(d)	Severability. Any provision of this Agreement which 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 of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction
unless such severance shall substantially impair the benefits of the remaining portions of this Agreement or changes the reciprocal
obligations of the parties. The parties hereto shall endeavour in good faith negotiations to replace the prohibited or unenforceable
provision with a valid provision, the economic effect of which comes as close as possible to that of the prohibited or unenforceable
provision.



 


		(e)	Transfers. Notwithstanding the provisions of Section 7:



 


(i)         No
transfer by Party A of this Agreement or any interest or obligation in or of Party A under this Agreement shall be effective
unless:


 


(A)         Party B
consents to such transferee;


 


(B)         The
Rating Agency Condition shall have been satisfied;


 


(C)         Party A
shall have given Party B, the Servicer and the Indenture Trustee at least twenty days prior written notice of the proposed
transfer; and


 


(D)         such
transfer otherwise complies with the terms of the Indenture and the other Transaction Agreements.


 


(ii)        Except
to the extent contemplated by the Indenture, neither this Agreement nor any interest in or under this Agreement may be transferred
by Party B to any other entity save with Party A’s prior written consent (such consent not to be unreasonably withheld
or delayed).


 


		(f)	Permitted Security Interest. For purposes of Section 7 of this Agreement, Party A
hereby consents to the Permitted Security Interest.



 


“Permitted Security
Interest” means the pledge and assignment by Party B of the Swap Collateral to the Indenture Trustee pursuant
to the Indenture, and the granting to the Indenture Trustee of a security interest in the Swap Collateral pursuant to the Indenture.


 




    	 	26 	 



     


    

 


“Swap Collateral”
means all right, title and interest of Party B in this Agreement, each Transaction hereunder, and all present and future amounts
payable by Party A to Party B under or in connection with this Agreement or any Transaction governed by this Agreement,
including, without limitation, any transfer or termination of any such Transaction.


 


“Indenture Trustee”
means [_________] or any successor, acting as Indenture Trustee pursuant to the Indenture.


 


		(g)	Absence of Certain Events. Section 3(b) of this Agreement is hereby amended by inserting
the parenthetical “(with respect to Party A only)” immediately after the phrase “No Event of Default or”.



 


		(h)	Events of Default. Section 5(a)(i) of this Agreement is hereby amended by changing
the word “third” to “first” in the phrase “if such failure is not remedied on or before the third
Local Business Day after notice of such failure is given to the party”.



 


		(i)	Payment on Early Termination. Except to the extent set forth in Section 5.05(b)
of the Sale and Servicing Agreement, if an Early Termination Date occurs in respect of which Party A is the Defaulting
Party or the sole Affected Party with respect to an Additional Termination Event, Party B will not be required to
pay any amounts payable to Party A under Section 6(e) in respect of such Early Termination Date, and Party A will
not be permitted to set-off in respect of such amounts, until payment in full of all amounts outstanding under the Notes.



 


		(j)	No Set-Off. Party A and Party B hereby waive any and all right of set-off with
respect to any amounts due under this Agreement or any Transaction, provided that nothing herein shall be construed to waive or
otherwise limit the netting provisions contained in Sections 2(c) of this Agreement.



 


		(k)	Indenture. Party B hereby acknowledges that Party A is a secured party under the
Indenture with respect to this Agreement, and Party B agrees for the benefit of Party A that it will not amend the Indenture
in a manner which materially and adversely affects the rights or obligations of Party A under the Indenture unless Party A
shall have consented in writing to such action, if such consent is required pursuant to the Indenture.



 


		(l)	Limited Recourse. The liability of Party B to Party A hereunder is limited in
recourse solely to the amounts payable to Party A from the Available Amounts and the Reserve Account Withdrawal Amount in
accordance with the priority of payments set forth in Section 5.05(b) of the Sale and Servicing Agreement. The provisions
of this paragraph shall survive the termination of this Agreement.



 


		(m)	No Petition. Party A hereby covenants
and agrees that prior to the date which is one year (or, if longer, the applicable preference period) and one day after payment
in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by any Bankruptcy Remote Party (i)
it shall not authorize any Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding
seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator,
a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any
substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for
the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) it shall not commence or join
with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization,
liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This section shall survive the termination
of this Agreement.



 


			As used above, “Bankruptcy Remote Party” means American Honda
Receivables LLC and Party B.



 




    	 	27 	 



     


    

 


		(n)	Confirmation. Each party acknowledges and agrees that the Confirmations executed as of the
date hereof and designated as Party A [____________] shall be the only Transaction governed by this Agreement (it being understood
that, in the event such Confirmations shall be amended (in any respect), such amendment shall not constitute (for purposes of this
paragraph) a separate Transaction or a separate Confirmation). Party A and Party B shall not enter into any additional
Confirmations or Transactions hereunder.



 


		(o)	Potential Events of Default. Section 2(a)(iii) is amended by the deletion of the words
“or Potential Event of Default”.



 


		(p)	Limitation of Liability. Notwithstanding anything contained herein to the contrary, in executing
this Agreement (including the Schedule, Credit Support Annex and each Confirmation) on behalf of Party B, [____________] (the
“Owner Trustee”) and the Indenture Trustee are acting solely in its capacity as owner trustee of Party B
and indenture trustee, respectively, and not in its individual capacity, and in no event shall either one of them, in their individual
capacity, have any liability for the representations, warranties, covenants, agreements or other obligations of Party B hereunder,
for which recourse shall be had solely to the assets of Party B, except to the extent of its fraud, breach of trust or willful
misconduct.



 


		(q)	S&P and Fitch Downgrade of
                                         Party A. In the event that (i) the Relevant Entity’s short-term unsecured
                                         and unsubordinated debt rating is downgraded below “A-1” by S&P (or if
                                         its short-term rating is not available by S&P, in the event that its long-term unsecured
                                         and unsubordinated debt rating is downgraded below “A+” by S&P) and
                                         such Relevant Entity is a Financial Institution (an “S&P Approved Ratings
                                         Downgrade”) or (ii) Fitch assigns to the Relevant Entity a rating lower
                                         than the Fitch Approved Ratings ((a “Fitch Approved Ratings Downgrade”,
                                         and together with an S&P Approved Ratings Downgrade, a “Party A Ratings
                                         Downgrade”), Party A shall within two (2) Local Business Days following
                                         the date of such Party A Ratings Downgrade, give Party B, the Servicer and
                                         the Indenture Trustee written notice of the occurrence of such Party A Ratings Downgrade,
                                         and within 30 calendar days after a Fitch Approved Rating Downgrade or within 10
                                         Business Days after an S&P Approved Ratings Downgrade, either (i) transfer (at its
                                         own cost) Party A’s rights and obligations hereunder to an Eligible Replacement
                                         promptly in accordance with Part 5(e) of this Schedule, (ii) post Eligible Collateral
                                         in accordance with the Credit Support Annex or (iii) obtain (at Party A’s
                                         expense) an Eligible Guarantee or other similar assurance in respect of Party A’s
                                         obligations under this Agreement that satisfies the Rating Agency Condition.



 


If (i) an S&P Required Rating
Downgrade (as defined below) shall occur and be continuing with respect to a Relevant Entity or (ii) Fitch (x) assigns to the Relevant
Entity a rating lower than the Fitch Required Ratings or (y)  withdraws its ratings of the Relevant Entity (each such event,
a “Fitch Required Ratings Downgrade”), Party A shall within two (2) Business Days of such S&P Required
Ratings Downgrade or Fitch Required Ratings Downgrade, give notice to Party B, the Servicer and the Indenutre Trustee
of the occurrence of such downgrade or withdrawal, and within 10 Business Days of the occurrence of such S&P Required
Ratings Downgrade or within 30 calendar days of such Fitch Required Ratings Downgrade (i) comply with the terms of the Credit Support
Annex and (ii) within 60 days of the date of the S&P Required Ratings Downgrade or within 30 calendar days of such Fitch Required
Ratings Downgrade, in addition to posting collateral pursuant to the Credit Support Annex (x) transfer (at its own cost) Party A’s
rights and obligations hereunder to an Eligible Replacement, in accordance with Part 5(e) of this Schedule or (y) obtain (at Party A’s
expense) an Eligible Guarantee or other similar assurance in respect of Party A’s obligations under this Agreement that
satisfies the Rating Agency Condition, and such guaranty shall remain in effect only for so long as such downgrade or withdrawal
is continuing with respect to Party A. For the purpose hereof, a “S&P Required Ratings Downgrade” shall
occur with respect to a Relevant Entity (x) if such entity is a Financial Institution, its the short-term senior unsecured deposit
rating is withdrawn by S&P or cease to be at least “A-2” (or if its short-term rating is not available by S&P,
in the event that its long-term unsecured and unsubordinated debt rating is withdrawn or cease to be at least “BBB+”
by S&P) or (y) if such entity is not a Financial Institution, at any time its short–term senior unsecured deposit rating
is withdrawn or downgraded below “A-1” (or if its short-term rating is not available by S&P, in the event that
its long-term unsecured and unsubordinated debt rating is withdrawn or cease to be at least “A+” by S&P).


 




    	 	28 	 



     


    

 


Once an Eligible Replacement
is in place, Party B shall return any such Eligible Collateral to Party A pursuant to the terms of the Credit Support
Annex and to the extent such Eligible Collateral has not already been applied in accordance with this Agreement or the Credit Support
Annex. Party B shall have the right to terminate this Agreement if at any time Party A fails to comply with any of its
obligations under this paragraph in full and in a timely manner.


 


		(r)	Definitions.



 


			(i)         Reference is made to that certain
Sale and Servicing Agreement dated as of the date hereof (the “Sale and Servicing Agreement”) among Party B
as the Issuer, American Honda Receivables LLC, American Honda Finance Corporation, and [_________], as Indenture Trustee. Capitalized
terms used but not defined in this Agreement or this Schedule will have the meanings ascribed to them in the Sale and Servicing
Agreement or, if not defined therein, in the Indenture (as defined below).



 


(ii)        As
used herein:


 


[“Credit Support
Annex” means the 1994 ISDA Credit Support Annex between Party A and Party B dated as of the date hereof.]


 


“Depositor”
means American Honda Receivables LLC.


 


“Eligible
Collateral” has the meaning set forth in the Credit Support Annex.


 


“Eligible Guarantee”
means an unconditional and irrevocable guarantee that is provided by a guarantor that has Rated Debt as principal debtor rather
than surety and is directly enforceable by Party B, the form and substance of which guarantee are subject to the Rating Agency
Condition, where either (A) a law firm has given a legal opinion confirming that none of the guarantor’s payments to Party B
under such guarantee will be subject to withholding for tax or (B) such guarantee provides that, in the event that any of such
guarantor’s payments to Party B are subject to withholding for tax, such guarantor is required to pay such additional
amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any withholding tax)
will equal the full amount Party B would have received had no such withholding been required.


 


“Eligible Replacement”
means an entity (A)(i) with the Moody’s First Trigger Required Ratings and/or the Moody’s Second Trigger Required Ratings
and that has Rated Debt with respect to S&P and Fitch that is the subject of a legal opinion given by a law firm confirming
that none of its payments to Party B will be subject to withholding for tax or (ii) whose present and future obligations owing
to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor that has Rated Debt with respect to S&P
and Fitch and with the Moody’s First Trigger Required Ratings and (B) could become a party to this Agreement (or party to
an agreement in form and substance satisfactory to Party B, the Servicer and the Indenture Trustee) in accordance with Part
5(e) of this Schedule and pursuant to documentation which would not be less favorable to Party B than this Agreement.


 


“Financial Institution“
means a bank, broker/dealer, insurance company, structured investment vehicle or derivative product company.


 


“Fitch” means
Fitch, Inc. or its successor.


 


“Fitch Approved Ratings”
means a long-term unsecured and unsubordinated debt rating from Fitch of at least “A” and a short-term unsecured and
unsubordinated debt rating from Fitch of at least “F1”.


 


“Fitch Required Ratings”
means a long-term unsecured and unsubordinated debt rating from Fitch of at least “BBB-”.


 


“Free Writing Prospectus”
means any free writing prospectus prepared in connection with the public offering of the Notes.


 




    	 	29 	 



     


    

 


“Indenture”
means that certain Indenture dated as of the date hereof between Party B, as Issuer, and [____________], as Indenture
Trustee.


 


“Moody’s”
means Moody’s Investors Service, Inc. or its successor.


 


“Moody’s Short-term
Rating” means a rating assigned by Moody’s under its short-term rating scale in respect of an entity’s short-term,
unsecured and unsubordinated debt obligations.


 


“Notes”
mean the asset-backed notes issued by Party B under the Indenture.


 


“Preliminary Prospectus
Supplement” means any preliminary prospectus supplement prepared in connection with the public offering and sale of the
Notes.


 


“Prospectus Supplement”
means any prospectus supplement prepared in connection with the public offering and sale of the Notes.


 


“Rated Debt”
means, with respect to a Relevant Entity, (1) in the case of S&P, (i) if such Relevant Entity is not a Financial Institution,
S&P assigns (x) a long-term debt rating equal to or higher than “A+” to the counterparty, or (y) assigns a short-term
debt rating equal to or higher than “A-1” to the counterparty, or (ii) if such Relevant Entity is a Financial Institution,
S&P assigns (x) a long-term debt rating equal to or higher than “BBB+” to the counterparty, or (y) assigns a short-term
debt rating equal to or higher than “A-2” to the counterparty, (2) in the case of Moody’s (i) Moody’s assigns
(x) a long-term debt rating equal to or higher than “A2” to the counterparty, and (y) a short-term debt rating equal
to or higher than “P1” to the counterparty (if the counterparty has both long-term and short-term debt ratings), or
(ii) Moody’s assigns a long-term debt rating equal to or higher than “A1” to the counterparty (if the
counterparty only has a long-term debt rating) and (3) in the case of Fitch, assigns a long-term unsecured and unsubordinated debt
rating from Fitch of at least “A” and a short-term unsecured and unsubordinated debt rating from Fitch of at least
“F1”.


 


“Rating Agencies”
means [S&P, Moody’s and Fitch].


 


“Rating Agency Condition”
means, with respect to any event or circumstance and each Rating Agency, that such Rating Agency shall have been given notice of
such event or circumstance at least ten days prior to the occurrence of such event or circumstance (or, if ten days’ advance
notice is impracticable, as much advance notice as is practicable) and such Rating Agency shall not have issued any written notice
that the occurrence of such event or circumstance will cause it to downgrade, qualify or withdraw its rating assigned to the Notes.


 


“Relevant Entities”
means Party A and any guarantor under an Eligible Guarantee in respect of all of Party A’s present and future obligations
under this Agreement.


 


“S&P”
means Standard & Poor’s, a division of The McGraw-Hill Companies Inc. or its successor.


 


“Servicer”
means American Honda Finance Corporation, a California corporation.


 


		(s)	Amendments. Section 9(b) of this Agreement is hereby amended by inserting the following
at the end thereof:



 


			it being a further condition to any such amendment or modification that the Rating Agency Condition
shall have been satisfied.



 




    	 	30 	 



     


    

 


		(t)	Regulation AB Financial Disclosure.



 


Subject to the last two paragraphs
of this clause (t), so long as Party B, the Depositor or any of such parties’ Affiliates (collectively, “Honda”)
shall file reports in respect of the Notes with the Securities and Exchange Commission (the “SEC”) pursuant
to Sections 13(a) or 15(d) of the the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
Party A agrees to Deliver within ten (10) calendar days of receipt of a written request therefor by Party B or the Depositor,
such information relating to Party A as may be necessary to enable Honda to comply with any SEC disclosure requirements, including
without limitation information concerning Party A required by Items 1115 of Regulation AB and Forms 8-K, 10-D and 10-K and
any information to be provided pursuant to or in accordance with any SEC comments to any of the foregoing; it being understood
that Honda shall not be required to voluntarily suspend its reporting obligation with respect to the Notes at any time. To the
extent necessary to comply with Regulation AB, Party A shall obtain any necessary auditor’s consents related to any
financial statements of Party A required to be incorporated by reference into any Free Writing Prospectus, Preliminary Prospectus
Supplement or Prospectus Supplement or report filed by Honda with the SEC and promptly to forward to the Depositor any such auditor
consents obtained. The information provided, or authorized to be incorporated by reference, by Party A pursuant to this Part
5(t) is referred to as the “Additional Information.”


 


For the purpose of this Part
5(t):


 


“Deliver”
includes actual delivery or transmission of information in an EDGAR-compatible format or, in the case of any financial information
required to be delivered pursuant to Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making such financial information
available in an EDGAR-compatible format for incorporation by reference to the extent permitted by Regulation AB, together with
actual delivery of all necessary auditor’s consents.


 


“EDGAR” means
the SEC’s Electronic Data Gathering, Analysis and Retrieval system.


 


“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 SEC 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 SEC, or as may be provided by the SEC or its staff from time to time.


 


If at any time during a period
that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations
of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class
of the Notes is 8% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate
to the satisfaction of the the Depositor that it is able to provide the Additional Information required under Item 1115(b)(1) of
Regulation AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information,
Party A shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A,
without any expense or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and
amount satisfactory to the Depositor, or (ii) cause an Eligible Replacement (which satisfies the Rating Agency Condition and any
other requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred
to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification
or accountants’ consent when and as required under this Part 5(t) hereof. 


 




    	 	31 	 



     


    

 


If at any time during a period
that reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations
of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class
of the Notes is 18% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate
to the satisfaction of the Depositor that it is able to provide the Additional Information required under Item 1115(b)(2) of Regulation
AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A
shall within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any
expense or liability to the Depositor or Party B, cause an Eligible Replacement (which satisfies the Rating Agency Condition
and any other requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement
referred to in Part 3(b)) to replace Party A as party to this Agreement that has agreed to Deliver any information, report,
certification or accountants’ consent when and as required under this Part 5(t) hereof.


 


[signature pages follow]


 




    	 	32 	 



     


    

 


IN WITNESS WHEREOF,
the parties have executed this Schedule by their duly authorized officers as of the date first above written.


 


	 	HONDA AUTO RECEIVABLES OWNER TRUST 20[__]–[_]
	 	 	 
	 	By: 	[____________],
	 	 	not in its individual capacity
	 	 	but solely as owner trustee


 


	 	By:	 
	 	Name:
	 	Title:
	 	 	 
	 	[____________]
	 	 	 
	 	By:	 
	 	Name:
	 	Title: