Exhibit 4.2


 


 










	AMERICAN HONDA RECEIVABLES LLC,
	as Depositor,
	
        and

         

        U.S. BANK TRUST NATIONAL ASSOCIATION,

        as Owner Trustee

	 
	 
	 
	
         

         

         

	______________________________
	AMENDED AND RESTATED
	TRUST AGREEMENT
	Dated April 25, 2012
	
        ______________________________

         

         

         



 



    	 



    	 



    

TABLE OF CONTENTS


 


Page





	ARTICLE One
	DEFINITIONS
	 
	Section 1.01.	General Definitions	1
	 	 	 
	Section 1.02.	Other Definitional Provisions	5
	 	 	 
	Section 1.03.	Interpretive Provisions	5



 


	ARTICLE Two
	ORGANIZATION
	 
	Section 2.01.	Name	5
	 	 	 
	Section 2.02.	Office	5
	 	 	 
	Section 2.03.	Purposes and Powers	5
	 	 	 
	Section 2.04.	Appointment of Owner Trustee	6
	 	 	 
	Section 2.05.	Initial Capital Contribution of Owner Trust Estate	6
	 	 	 
	Section 2.06.	Declaration of Trust	7
	 	 	 
	Section 2.07.	Liability of Owners	7
	 	 	 
	Section 2.08.	Title to Trust Property	7
	 	 	 
	Section 2.09.	Situs of Issuer	7
	 	 	 
	Section 2.10.	Representations and Warranties of the Depositor	7



 


	ARTICLE Three
	TRUST CERTIFICATES AND TRANSFER OF INTERESTS
	 
	Section 3.01.	Initial Ownership	9
	 	 	 
	Section 3.02.	The Trust Certificates	9
	 	 	 
	Section 3.03.	Authentication and Delivery of Trust Certificates	9
	 	 	 
	Section 3.04.	Registration of Transfer and Exchange of Trust Certificates	10
	 	 	 
	Section 3.05.	Mutilated, Destroyed, Lost or Stolen Trust Certificates	11
	 	 	 
	Section 3.06.	Persons Deemed Owners	12
	 	 	 
	Section 3.07.	Access to List of Certificateholders’ Names and Addresses	12
	 	 	 
	Section 3.08.	Maintenance of Office or Agency	12
	 	 	 
	Section 3.09.	Appointment of Paying Agent	13
	 	 	 
	Section 3.10.	Definitive Trust Certificates	13
	 	 	 
	Section 3.11.	Repayment of Trust Certificates	13
	 	 	 



 



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ARTICLE FOUR
ACTIONS BY OWNER TRUSTEE


 





	Section 4.01.	Prior Notice to Owners with Respect to Certain Matters	13
	 	 	 
	Section 4.02.	Action by Owners with Respect to Certain Matters	14
	 	 	 
	Section 4.03.	Action by Owners with Respect to Bankruptcy	14
	 	 	 
	Section 4.04.	Restrictions on Owners’ Power	14
	 	 	 
	Section 4.05.	Majority Control	14



 


	ARTICLE Five
	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
	 
	Section 5.01.	Establishment of Trust Account	15
	 	 	 
	Section 5.02.	Application of Trust Funds	15
	 	 	 
	Section 5.03.	Method of Payment	16
	 	 	 
	Section 5.04.	No Segregation of Monies; No Interest	16
	 	 	 
	Section 5.05.	Accounting and Reports to Owners, Internal Revenue Service and Others	16



 


	ARTICLE Six
	AUTHORITY AND DUTIES OF OWNER TRUSTEE
	 
	Section 6.01.	General Authority	17
	 	 	 
	Section 6.02.	General Duties	17
	 	 	 
	Section 6.03.	Action Upon Instruction	17
	 	 	 
	Section 6.04.	No Duties Except as Specified in this Agreement or in Instructions	18
	 	 	 
	Section 6.05.	No Action Except Under Specified Documents or Instructions	18
	 	 	 
	Section 6.06.	Restrictions	19
	 	 	 
	Section 6.07.	Covenants for Reporting of Repurchase Demands due to Breaches of Representations and Warranties	19



 


	ARTICLE Seven
	CONCERNING THE OWNER TRUSTEE
	 
	Section 7.01.	Acceptance of Trusts and Duties	19
	 	 	 
	Section 7.02.	Furnishing of Documents	21
	 	 	 
	Section 7.03.	Representations and Warranties of the Owner Trustee	21
	 	 	 
	Section 7.04.	Reliance, Advice of Counsel	22
	 	 	 
	Section 7.05.	Not Acting in Individual Capacity	22
	 	 	 
	Section 7.06.	Owner Trustee Not Liable for Trust Certificates or Receivables	23
	 	 	 
	Section 7.07.	Owner Trustee May Own Trust Certificates and Notes	23
	 	 	 
	Section 7.08.	[Reserved]	24



 



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	ARTICLE Eight
	compensation of owner trustee
	 
	Section 8.01.	Owner Trustee’s Fees and Expenses	23
	 	 	 
	Section 8.02.	Indemnification	23
	 	 	 
	Section 8.03.	Payments to the Owner Trustee	24



 


	ARTICLE Nine
	TERMINATION OF TRUST AGREEMENT
	 
	Section 9.01.	Termination of Trust Agreement	24



 


	ARTICLE Ten
	SUCCESSOR AND ADDITIONAL OWNER TRUSTEES
	 
	Section 10.01.	Eligibility Requirements for Owner Trustee	25
	 	 	 
	Section 10.02.	Resignation or Removal of Owner Trustee	26
	 	 	 
	Section 10.03.	Successor Owner Trustee	26
	 	 	 
	Section 10.04.	Merger or Consolidation of Owner Trustee	27
	 	 	 
	Section 10.05.	Appointment of Co-Trustee or Separate Trustee	27



 


	ARTICLE Eleven
	MISCELLANEOUS
	 
	Section 11.01.	Supplements and Amendments	28
	 	 	 
	Section 11.02.	No Legal Title to Owner Trust Estate in Owner	30
	 	 	 
	Section 11.03.	Limitations on Rights of Others	30
	 	 	 
	Section 11.04.	Notices	30
	 	 	 
	Section 11.05.	Severability	30
	 	 	 
	Section 11.06.	Separate Counterparts	31
	 	 	 
	Section 11.07.	Successors and Assigns	31
	 	 	 
	Section 11.08.	No Petition	31
	 	 	 
	Section 11.09.	No Recourse	31
	 	 	 
	Section 11.10.	Headings	31
	 	 	 
	Section 11.11.	Governing Law; Submission to Jurisdiction	31
	 	 	 
	Section 11.12.	Trust Certificates Nonassessable and Fully Paid	32
	 	 	 
	Section 11.13.	Depositor Payment Obligation	32
	 	 	 
	Section 11.14.	Tax Treatment	32
	 	 	 
	Section 11.15.	Waiver of Jury Trial	32
	 	 	 
	Section 11.16.	Communications with Rating Agencies	32



 



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EXHIBITS


 





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




 









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This Amended and Restated Trust Agreement,
dated April 25, 2012 is between American Honda Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”)
and U.S. Bank Trust National Association, as owner trustee (the “Owner Trustee”),


 


WHEREAS, Honda Auto Receivables 2012-2 Owner
Trust has been created pursuant to a trust agreement, dated as of March 20, 2012 among the Depositor and the Owner Trustee (the
“Initial Trust Agreement”); and


 


WHEREAS, the parties hereto are entering
into this amended and restated trust agreement pursuant to which, among other things, the Initial Trust Agreement will be amended
and restated and $38,462,659.84, aggregate principal amount of Asset Backed Certificates will be issued;


 


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


 


ARTICLE
One



DEFINITIONS


 


Section 1.01.General Definitions.
Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:


 


“Administration Agreement”
means the administration agreement, dated April 25, 2012, among the Issuer, the Indenture Trustee, the Depositor and AHFC, as amended
or supplemented from time to time.


 


“Administrator” means
AHFC, as Administrator under the Administration Agreement, and its successors in such capacity.


 


“Agreement” means this
Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time.


 


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


 


“AHR” means American
Honda Receivables LLC, and its successors.


 


“Applicants” shall have
the meaning specified in Section 3.07.


 


“Authenticating Agent”
means the Owner Trustee or any authenticating agent appointed pursuant to Section 3.03.


 


“Benefit Plan Investor”
means (i) an employee benefit plan (as such term is defined in Section 3(3) of ERISA) whether or not subject to the provisions
of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include
assets of a plan described in (i) or (ii) by reason of such plan’s investment in the entity.


 



    	 



    	 



    



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


 


“Certificate Balance”
means, with respect to any Trust Certificate, the original certificate balance of such Trust Certificate minus all payments on
such Trust Certificate with respect to principal.


 


“Certificate Distribution Account”
means the account established and maintained as such pursuant to Section 5.01.


 


“Certificate of Trust”
means the Certificate of Trust filed for the Issuer pursuant to Section 3810(a) of the Statutory Trust Statute, substantially in
the form of Exhibit A to the Initial Trust Agreement.


 


“Certificate Rate” means
0.00% per annum calculated on the basis of a 360 day year of twelve 30 day months.


 


“Certificate Register”
and “Certificate Registrar” means the register maintained and the registrar (or any successor thereto) appointed
pursuant to Section 3.04.


 


“Certificateholder” or
“Holder” means a Person in whose name a Trust Certificate is registered.


 


“Closing Date” means
April 25, 2012.


 


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


 


“Commission” means the
Securities and Exchange Commission, and its successors.


 


“Corporate Trust Office”
means, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at U.S. Bank Trust
National Association, 190 South Lasalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Corporate Trust Services –Honda
Auto Receivables 2012-2, or at such other address as the Owner Trustee may designate by notice to the Owners and, the Depositor,
or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee
by notice to the Owners and the Depositor.


 


“Depositor” means AHR
in its capacity as depositor hereunder.


 


“DTC” means The Depository
Trust Company, and its successors.


 


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


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.


 



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“Expenses” means all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable out of pocket costs, expenses
and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever.


 


“Indemnified Parties”
means the Owner Trustee and its successors, assigns and agents, the Paying Agent, the Certificate Registrar, any Authenticating
Agent and any co-trustee.


 


“Indenture” means the
indenture dated April 25, 2012 between the Issuer and Deutsche Bank Trust Company Americas, as indenture trustee.


 


“Investment Letter” means
a letter delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form
of Exhibit C.


 


“Issuer” means the Honda
Auto Receivables 2012-2 Owner Trust, and its successors.


 


“Opinion of Counsel”
means one or more written opinions of counsel, who may be an employee of or counsel to the Seller, the Depositor or the Servicer,
which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or each Rating Agency, as applicable.


 


“Original Certificate Balance”
means $38,462,659.84.


 


“Original Contribution Amount”
means $1,000.


 


“Owner” means each Holder
of a Trust Certificate.


 


“Owner Trust Estate”
means all right, title and interest of the Issuer in and to the property and rights assigned to the Issuer pursuant to Article
Two of the Sale and Servicing Agreement, all funds on deposit from time to time in the Accounts and the Certificate Distribution
Account, all other property of the Issuer from time to time, including any rights of the Owner Trustee and the Issuer pursuant
to the Sale and Servicing Agreement and the Administration Agreement and all proceeds of the foregoing.


 


“Owner Trustee” means
U.S. Bank Trust National Association, not in its individual capacity but solely as owner trustee under this Agreement, and any
successor Owner Trustee hereunder.


 


“Paying Agent” means
any paying agent or co-paying agent appointed pursuant to Section 3.09.


 


“Payment Date” means
the 15th calendar day of each month, commencing May 15, 2012, or if such day is not a Business Day, then the next succeeding Business
Day.


 



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“Percentage Interest”
means, as to any Trust Certificate, (i) the original certificate balance for such Trust Certificate, as specified on the face thereof,
divided by (ii) the Original Certificate Balance; provided, that in determining whether the Holders of the requisite portion or
percentage of the Trust Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder
or under any other Basic Document, Trust Certificates owned by the Issuer, any other obligor upon the Certificates, the Seller,
the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed to be excluded from the Certificate
Balance (unless such Persons own 100% of the Trust Certificates), except that, in determining whether the Indenture Trustee and
Owner Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or waiver, only
Trust Certificates that a Responsible Officer of the Indenture Trustee and the Owner Trustee have actual knowledge of being so
owned shall be so disregarded. Trust Certificates so owned that have been pledged in good faith may be regarded as included in
the Certificate Balance if the pledgee establishes to the satisfaction of the Indenture Trustee or the Owner Trustee, as applicable,
the pledgee’s right so to act with respect to such Trust Certificates and that the pledgee is not the Issuer, any other obligor
upon the Trust Certificates, the Seller or any Affiliate of any of their respective Affiliates. Neither the Indenture Trustee nor
the Owner Trustee shall incur any liability to any person in determining whether a pledgee has the right to act with respect to
such Trust Certificates.


 


“Rating Agency” has the
meaning set forth in the Sale and Servicing Agreement.


 


“Record Date” means the
day immediately preceding the Payment Date so long as the securities are in book-entry form, and the last day of the month preceding
the Payment Date if the securities are issued in definitive form.


 


“Required Rating” means,
with respect to any entity, that such entity (or the parent of such entity) has a rating of at least BBB- by Standard & Poor’s
Ratings Services, a Standard & Poor’s Financial Services LLC business, and at least BBB- by Fitch, Inc.


 


“Rule 144A Letter” means
a letter delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form
attached hereto as Exhibit D.


 


“Sale and Servicing Agreement”
means the sale and servicing agreement, dated April 25, 2012, among the Issuer, the Depositor and AHFC, as servicer, as amended
or supplemented from time to time.


 


“Secretary of State”
means the Secretary of State of the State of Delaware.


 


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


 


“Seller Certificate”
means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially
in the form of Exhibit B.


 


“Statutory Trust Statute”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del.C. § 3801 et seq., as the same may be amended from
time to time.


 


“Treasury Regulations”
means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions
of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.


 


“Trust Certificate” means
a certificate evidencing the beneficial interest of an Owner in the Trust, substantially in the form of Exhibit A.


 



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Section 1.02.Other Definitional
Provisions.


 


(a)Capitalized terms used herein
that are not otherwise defined have the meanings ascribed thereto in the Sale and Servicing Agreement or the Indenture, as the
case may be.


 


(b)All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless
otherwise defined therein.


 


Section 1.03.Interpretive
Provisions.


 


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


 


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


 


ARTICLE
Two



ORGANIZATION


 


Section 2.01.Name. The
trust created hereby shall be known as the “Honda Auto Receivables 2012-2 Owner Trust”, in which name the Owner Trustee
may conduct the business of the Issuer, make and execute contracts and other instruments and sue and be sued, to the extent herein
provided.


 


Section 2.02.Office. The
office of the Issuer shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address as the Owner
Trustee may designate by written notice to the Owners and the Depositor.


 


Section 2.03.Purposes and
Powers.


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 2.04.Appointment of
Owner Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to
have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. The Owner Trustee
may engage, in the name of the Issuer or in its own name on behalf of the Issuer, in the activities of the Issuer, make and execute
contracts on behalf of the Issuer and sue on behalf of the Issuer.


 


Section 2.05.Initial Capital
Contribution of Owner Trust Estate. The Depositor hereby reaffirms its sale, assignment, transfer and conveyance to the Owner
Trustee, on or about the date of the Initial Trust Agreement, the sum of $1,000.00 (the “Original Contribution Amount”).
The Owner Trustee hereby reaffirms its receipt in trust from the Depositor, as of the date of the Initial Trust Agreement, of the
Original Contribution Amount, which constituted the initial Owner Trust Estate and shall be on or before the date hereof deposited
in the Certificate Distribution Account. On the date hereof the Owner Trustee is hereby directed to withdraw the Original Contribution
Amount from the Certificate Distribution Account and transfer such sums to the Depositor via wire transfer to the Depositor’s
account from which the Original Contribution Amount was received. The Depositor shall pay organizational expenses of the Issuer
as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid
by the Owner Trustee.


 



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


 


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


 


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


 


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


 


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


 


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


 



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(b)The Depositor is duly qualified
to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals,
in each jurisdiction in which such qualification, license or approval is necessary for the performance of its obligations under
and consummation of the transactions contemplated by, the Basic Documents.


 


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


 


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


 


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


 


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


 



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ARTICLE
Three



TRUST CERTIFICATES AND TRANSFER OF INTERESTS


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


Section 3.08.Maintenance of
Office or Agency. The Trust shall maintain an office or offices or agency or agencies where Trust Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee or its agent in respect of
the Trust Certificates and the Basic Documents may be served. The Owner Trustee initially designates 190 South LaSalle Street,
7th Floor, Chicago, Illinois 60603, as its office for such purposes. The Owner Trustee shall give prompt written notice to the
Depositor and to the Certificateholders of any change in the location of the Certificate Register or any such office or agency.


 



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


 


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


 


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


 


ARTICLE
Four



ACTIONS BY OWNER TRUSTEE


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 



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ARTICLE
Five



APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


 


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


 


The Issuer shall possess all right, title
and interest in funds on deposit from time to time in the Certificate Distribution Account and in the proceeds thereof. Except
as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the
Owner Trustee for the benefit of the Certificateholders. If, at any time, the Owner Trustee ceases to be an Eligible Institution,
the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by
the Owner Trustee or an Affiliate thereof) shall cause the Certificate Distribution Account to be moved to an Eligible Institution
and shall transfer any cash and/or any investments to such new Certificate Distribution Account. Monies on deposit in the Certificate
Distribution Account may be invested in Eligible Investments upon the terms set forth in Section 4.01 of the Sale and Servicing
Agreement, as if the Certificate Distribution Account were an “Account”. Earnings on investments of funds in the Certificate
Distribution Account shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses
shall be charged against the funds in such account.


 


Section 5.02.Application of
Trust Funds.


 


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


 


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


 


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


 



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


 


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


 


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


 



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


 


ARTICLE
Six



AUTHORITY AND DUTIES OF OWNER TRUSTEE


 


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


 


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


 


Section 6.03.Action Upon Instruction.


 


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


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


 


ARTICLE
Seven



CONCERNING THE OWNER TRUSTEE


 


Section 7.01.Acceptance of
Trusts and Duties. The Owner Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with
respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually
received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. The
Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except
(i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the inaccuracy of any representation or
warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation (and subject
to the exceptions set forth in the preceding sentence):


 



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(a)the Owner Trustee shall not
be liable for any error of judgment made in good faith by the Owner Trustee;


 


(b)the Owner Trustee shall not
be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator
or any Owner or Owners;


 


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


 


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


 


(e)the Owner Trustee shall not
be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor
or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect
of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates,
and the Owner Trustee shall not in any event assume or incur any liability, duty or obligation to any Noteholder or to any Owner,
other than as expressly provided for in the Basic Documents;


 


(f)the Owner Trustee shall not
be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer
under any Basic Document or otherwise, and the Owner Trustee shall not have any obligation or liability to perform the obligations
of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the
Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing
Agreement or any other Person under any of the Basic Documents; and


 


(g)the Owner Trustee shall not
be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend
any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request,
order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee security or indemnity satisfactory
to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby; the right of the
Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed
as a duty, and the Owner Trustee shall not be answerable for other than its gross negligence, bad faith or willful misconduct in
the performance of any such act.


 



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(h)in no event shall the Owner Trustee be responsible
or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly,
forces beyond its control, including, without limitation strikes, work stoppages, acts of war or terrorism, civil or military disturbances,
nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities; it being understood that
the Owner Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.


 


Section 7.02.Furnishing
of Documents.  The Owner Trustee shall furnish to the Owners, promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments
furnished to the Owner Trustee under the Basic Documents.


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


Section 7.04.Reliance, Advice
of Counsel.


 


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


 


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


 


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


 



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


 


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


 


Section 7.08.[Reserved].


 


 


ARTICLE
Eight

compensation of owner trustee


 


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


 


Section 8.02.Indemnification.
The Issuer shall, or shall cause the Administrator to, indemnify each Indemnified Party and its respective officers, directors,
employees and agents against any and all loss, liability or expense (including reasonable attorney’s fees and expenses) incurred
by it in connection with the administration of the Issuer and the performance of its duties hereunder not resulting from its own
willful misconduct, gross negligence or bad faith. The Indemnified Party shall notify the Issuer and the Administrator promptly
of any claim for which it may seek indemnity. The indemnities contained in this Section shall survive the resignation or termination
of the Owner Trustee or the termination of this Agreement. In the event of any claim, action or proceeding for which indemnity
will be sought pursuant to this Section, the Owner Trustee’s choice of legal counsel shall be subject to the approval of
the Depositor (or if the Depositor is no longer an owner, the designee of the Depositor), which approval shall not be unreasonably
withheld. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense
incurred by any Indemnified Party (1) through such party’s own willful misconduct, gross negligence or bad faith or (2) in
the case of the inaccuracy of any representation or warranty contained in Sections 7.03 expressly made by the Owner Trustee.


 



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


 


ARTICLE
Nine



TERMINATION OF TRUST AGREEMENT


 


Section 9.01.Termination of
Trust Agreement.


 


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


 


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


 



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


 


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


 


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


 


ARTICLE
Ten



SUCCESSOR AND ADDITIONAL OWNER TRUSTEES


 


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


 



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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


ARTICLE
Eleven



MISCELLANEOUS


 


Section 11.01.Supplements
and Amendments.


 


(a)This Agreement may be amended
by the parties hereto with prior written notice to the Administrator (who shall make such notice available to each Rating Agency
pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any Securityholders, to cure any ambiguity,
to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders;
provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder or Certificateholder.


 



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(b)This Agreement may also be
amended from time to time by the parties hereto, with prior written notice to the Administrator (who shall make such notice available
to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), with the consent of the Holders of Trust Certificates
evidencing not less than a majority of the Percentage Interests evidenced by the Trust Certificates and, if such amendment materially
and adversely affects the interests of the Noteholders, with the consent of Holders (as such term is defined in the Indenture)
of Notes evidencing not less than a majority of the Outstanding Amount of the Notes, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that no such amendment shall (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required
to be made for the benefit of the Noteholders or the Certificateholders, (ii) increase or reduce any Interest Rate or Certificate
Rate or (iii) reduce the aforesaid percentage of the Outstanding Amount of the Notes or of the Percentage Interests evidenced by
the Trust Certificates required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes
and Trust Certificates affected thereby.


 


(c)Prior to the execution of
any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent
to the Indenture Trustee and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section
1.02(c) of the Administration Agreement).


 


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


 


(e)Promptly after the execution
of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of
State.


 


(f)In connection with the execution
of any amendment to this Agreement or any other basic Document to which the Issuer is a party and for which amendment the Owner
Trustee’s consent is sought, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel to the effect
that the execution of such amendment is authorized or permitted by this Agreement or such other Basic Document, as the case may
be, and that all conditions precedent in this Agreement or such other Basic Document, as the case may be, for the execution and
delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The Owner Trustee may, but shall
not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties or immunities under
this Agreement or otherwise.


 



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


 


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


 


Section 11.04.Notices.


 


(a)Unless otherwise expressly
specified or permitted by the terms hereof, all demands, notices and communications under this Agreement shall be in writing, personally
delivered, mailed by electronic mail (if an address therefore has been provided by the respective party in writing), mailed by
certified mail, return receipt requested, delivered by overnight delivery service, or sent via facsimile transmission and shall
be deemed to have been duly given upon receipt (i) in the case of the Owner Trustee, U.S. Bank Trust National Association, 190
South LaSalle Street, 7th Floor, Chicago, Illinois 60603, Attention: Corporate Trust Services – Honda Auto Receivables 2012-2,
(ii) in the case of the Depositor, to American Honda Receivables LLC, 20800 Madrona Avenue, Torrance, California 90503, Attention:
Treasury Manager or (iii) as to any party, at such other address as shall be designated by such party in a written notice to the
other party.


 


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


 


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


 



    	30



    	 



    



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


 


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


 


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


 


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


 


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


 


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


 


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


 



    	31



    	 



    



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


 


Section 11.13.Depositor Payment
Obligation. The Depositor shall be responsible for payment of the Administrator’s compensation under the Administration
Agreement and shall reimburse the Administrator for all expenses and liabilities of the Administrator incurred thereunder. In addition,
the Depositor shall be responsible for the payment of all fees and expenses of the Issuer and the Trustees paid by any of them
in connection with any of their obligations under the Basic Documents to obtain or maintain any required license under the Pennsylvania
Motor Vehicle Sales Finance Act and the Maryland Act (MD Fin. Inst. Code Ann., Title 11, Subtitle 4).


 


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


 


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


 


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


 


The Owner Trustee will not be responsible
for delays attributable to the Administrator’s failure to deliver any information related to any communication with a Rating
Agency (with respect to this section, the “Information”), defects in the Information supplied to the Rating Agency
or Administrator or other circumstances beyond the control of the Owner Trustee. In addition, the Owner Trustee shall not be under
any obligation to make any determination as to the veracity or applicability of any Information provided to it, or whether any
such Information is required to be maintained on a website or other public medium.


 



    	32



    	 



    

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


 


	AMERICAN HONDA RECEIVABLES LLC,
	as Depositor
	By:	 
	 	Name: 
	 	Title:    
	U.S. BANK TRUST NATIONAL ASSOCIATION,
	as Owner Trustee
	By:	 
	 	Name: 
	 	Title:   
	 	 	 



 


 



    	33



    	 



    

EXHIBIT A


 


FORM OF TRUST CERTIFICATE


 


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


 


	NUMBER: R-1           Initial Certificate Balance: $38,462,659.84
	 
	HONDA AUTO RECEIVABLES 2012-2 OWNER TRUST
	0.00% ASSET BACKED CERTIFICATE


 


 


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


 


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


 


THIS CERTIFIES THAT American Honda Receivables
LLC is the registered owner of a 100 percent nonassessable, fully-paid, undivided interest in the Honda Auto Receivables
2012-2 Owner Trust (the “Issuer”), formed by American Honda Receivables LLC, a Delaware limited liability company (the
“Depositor”).


 


The Issuer was created pursuant to a Trust
Agreement dated as of March 20, 2012, as amended and restated by an Amended and Restated Trust Agreement dated April 25, 2012 (as
amended or supplemented from time to time, the “Trust Agreement”), among the Depositor and U.S. Bank Trust National
Association, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set
forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust
Agreement.


 



    	A-1



    	 



    



This Trust Certificate is one of the duly
authorized certificates designated as “Asset Backed Certificates” (the “Trust Certificates”). Issued under
an Indenture dated April 25, 2012 (the “Indenture”), between the Issuer and Deutsche Bank Trust Company Americas, as
indenture trustee, are four classes of Notes designated as “Class A-1 0.30112% Asset Backed Notes,” “Class A-2
0.56% Asset Backed Notes”, “Class A-3 0.70% Asset Backed Notes” and “Class A-4 0.91% Asset Backed Notes”
(collectively, the “Notes”). This Trust Certificate is issued under and is subject to terms, provisions and conditions
of the Trust Agreement, to which Trust Agreement the Holder of this Trust Certificate, by virtue of its acceptance thereof, assents
and by which such Holder is bound. The property of the Issuer includes, among other things, a pool of retail installment sale or
conditional sale contracts for new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) (collectively,
the “Receivables”), all monies received on or in respect of the Receivables on or after April 1, 2012, security interests
in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies
and certain other rights under the Trust Agreement and the Sale and Servicing Agreement and all proceeds of the foregoing.


 


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


 


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


 


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


 


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


 


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


 



    	A-2



    	 



    



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


 


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


 


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


 


	HONDA AUTO RECEIVABLES 2012-2 OWNER TRUST
	By:	U.S. BANK TRUST NATIONAL
    ASSOCIATION,
 not in its individual capacity but solely as Owner Trustee on behalf of the
    Trust
	By:	 
	 	Authorized Signatory



 


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


 


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


 


	U.S. BANK TRUST NATIONAL
    ASSOCIATION,

    not in its individual capacity but solely as Authenticating Agent on behalf of the Trust
 
	 	U.S. BANK TRUST NATIONAL
    ASSOCIATION,
 not in its individual capacity but solely as Owner Trustee on behalf of the 
 Trust
	 	 	OR	 	 
	 	 	 	 	 
	By:	 	 	By:	 
	 	Authenticating Agent	 	 	 
	 	 	 	 	 



    	A-3



    	 



    

[REVERSE OF TRUST
CERTIFICATE]


 


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


 


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


 


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


 


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


 


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


 



    	A-4



    	 



    



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


 


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


 



    	A-5



    	 



    

ASSIGNMENT


 


	FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
	 
	PLEASE INSERT SOCIAL SECURITY OR
	OTHER IDENTIFYING NUMBER OF ASSIGNEE
	(Please print or type name and address, including postal zip code, of assignee)
	the within Trust Certificate, and all rights thereunder, any hereby irrevocably constitutes and appoints __________________, attorney, to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.
	 
	 	
        •

	 	Signature Guaranteed:
	 	 
	 	
        •

	 	

	 	 


 







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


 



    	A-6



    	 



    

EXHIBIT B


 


FORM OF TRANSFEROR CERTIFICATE


 





	 	_______________, ____


  


	[Seller]
	
 


	 
	
 


	 
	
 




 


U.S.
Bank Trust National Association

190 South LaSalle Street, 7th Floor


Chicago, Illinois 60603


Attention: Corporate Trust Services – Honda Auto Receivables
2012-2


 


 


 


		Re:	Honda Auto Receivables 2012-2 Owner Trust

Asset Backed Certificates                       



 


Dear Sirs:


 


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


 
  


	Very truly yours,

	[NAME OF TRANSFEROR]
	By	 
	 	Authorized Officer



 



    	B-1



    	 



    

EXHIBIT C


 


FORM OF INVESTMENT LETTER


 


	 	_______________, ____




 


	Seller
	
 


	 
	
 


	 
	
 




 


U.S.
Bank Trust National Association

190 South LaSalle Street, 7th Floor


Chicago, Illinois 60603


Attention: Corporate Trust Services – Honda Auto Receivables
2012-2


 


 


		Re:	Honda Auto Receivables 2012-2 Owner Trust

Asset Backed Certificates                       



 


Dear Sirs:


 


In connection with our acquisition of the
above-referenced Asset Backed Certificates (the “Certificates”) we certify that (a) we understand that the Certificates
are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and
are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b)
we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in
financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the Seller concerning the purchase of the Certificates and
all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we
are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (f)
below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise
approached or negotiated with any person with respect thereto, or taken any other action that would result in a violation of Section
5 of the Act or any state securities laws, (f) we are not a Benefit Plan Investor and (g) we will not sell, or otherwise dispose
of any Certificates unless (i) such sale, transfer or other disposition is made pursuant to an effective registration statement
under the Act and in compliance with any state securities laws or is exempt from such registration requirements and, if requested,
we will at our expense provide an Opinion of Counsel satisfactory to the addresses of this certificate that such sale, transfer
or other disposition may be made pursuant to an exemption from the Act, (ii) the purchaser or transferee of such Certificate has
executed and delivered to you a certificate to substantially the same effect as this certificate and (iii) the purchaser or transferee
has otherwise complied with any conditions for transfer set forth in the Amended and Restated Trust Agreement dated April 25, 2012,
among American Honda Receivables LLC, as Depositor, and U.S. Bank Trust National Association, as Owner Trustee.


 



    	C-1



    	 



    

  


	Very truly yours,

	[NAME OF TRANSFEREE]
	By	 
	 	Authorized Officer



 


 



    	C-2



    	 



    

EXHIBIT D


 


FORM OF RULE 144A LETTER


 


	 	_______________, 20__




 


	Seller
	
 


	 
	
 


	 
	
 




 


U.S.
Bank Trust National Association

190 South LaSalle Street, 7th Floor


Chicago, Illinois 60603


Attention: Corporate Trust Services – Honda Auto Receivables
2012-2


 


 


		Re:	Honda Auto Receivables 2012-2 Owner Trust

Asset Backed Certificates                       



 


Dear Sirs:


 


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


 



    	D-1



    	 



    

  


	Very truly yours,

	[NAME OF TRANSFEREE]
	By	                                                                 
	 	Authorized Officer




    	D-2



    	 



    

EXHIBIT E


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


Reporting Period: ____________


Name of Issuing Entity: HAROT 2012-2


Trustee: U.S. Bank Trust National Association


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


 


	Name
    of
 Issuing Entity	Check
    if Registered	Name
    of Originator	Total
    Assets in 

    ABS by Originator1	Assets
    That Were Subject of
 Demand	Assets
    That Were Repurchased or Replaced	Assets
    Pending Repurchase or
 Replacement 
 (within cure period)	Demand
    in Dispute	Demand
    Withdrawn	Demand
    Rejected
	



(a)	



(b)	



(c)	(#)

    
 
 
 (d)	($)

    
 
 
 (e)	(%
    of principal balance)
 
 (f)	(#)

    
 
 
 (g)	($)

    
 
 
 (h)	(%
    of principal balance)
 
 (i)	(#)

    
 
 
 (j)	($)

    
 
 
 (k)	(%
    of principal balance)
 
 (l)	(#)

    
 
 
 (m)	($)

    
 
 
 (n)	(%
    of principal balance)
 
 (o)	(#)

    
 
 
 (p)	($)

    
 
 
 (q)	(%
    of principal balance)
 
 (r)	(#)

    
 
 
 (s)	($)

    
 
 
 (t)	(%
    of principal balance)
 
 (u)	(#)

    
 
 
 (v)	($)

    
 
 
 (w)	(%
    of principal balance)
 
 (x)
	Asset Class
    X	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Entity
    A CIK #	X	Originator
    1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Originator
    2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 
	Asset Class
    Y	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Issuing Entity
    B	 	Originator
    3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 	#	$	 


 







1 Owner Trustee to provide if such information is
available.


 



    	E-1