Exhibit 10.3


 


HONDA AUTO RECEIVABLES 2016-2 OWNER TRUST,

as Issuer,


 


AMERICAN HONDA FINANCE CORPORATION,

as Sponsor and Administrator,


 


AMERICAN HONDA RECEIVABLES LLC,

as Depositor,


 


and


 


Citibank,
N.A.

as Indenture Trustee


 


ADMINISTRATION AGREEMENT


 


Dated May 31, 2016


 




     


     


    

  


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.01	Capitalized Terms; Interpretive Provisions	1
	Section 1.02	Duties of the Administrator	2
	Section 1.03	Records	8
	Section 1.04	Compensation	8
	Section 1.05	Additional Information to be Furnished to the Issuer	8
	Section 1.06	Independence of the Administrator	9
	Section 1.07	No Joint Venture	9
	Section 1.08	Other Activities of Administrator	9
	Section 1.09	Term of Agreement; Resignation and Removal of Administrator	9
	Section 1.10	Action Upon Termination, Resignation or Removal	10
	Section 1.11	Notices	11
	Section 1.12	Amendments	11
	Section 1.13	Successors and Assigns	12
	Section 1.14	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	12
	Section 1.15	Headings	13
	Section 1.16	Counterparts	13
	Section 1.17	Severability	13
	Section 1.18	Limitation of Liability of Owner Trustee and Indenture Trustee	13
	Section 1.19	Third-Party Beneficiary	14
	Section 1.20	Rights of the Indenture Trustee	14
	Section 1.21	Additional Requirements of the Administrator	14
	EXHIBITS	 	 
	Exhibit A - Form of Power of Attorney	A-1
	Exhibit B - Form of Annual Certification	B-1


 




    -i- 


     


    

  


This Administration Agreement, dated May
31, 2016 (this “Agreement”), is among Honda Auto Receivables 2016-2 Owner Trust, as issuer (the “Issuer”),
American Honda Finance Corporation (“AHFC”), as sponsor (in such capacity, the “Sponsor”)
and administrator (in such capacity, the “Administrator”), American Honda Receivables LLC (“AHR”),
as depositor (in such capacity, the “Depositor”), and Citibank, N.A., as indenture trustee (the “Indenture
Trustee”).


 


WHEREAS, the Issuer was created pursuant
to the Trust Agreement and is governed pursuant to the Amended and Restated Trust Agreement, dated as of the date hereof, among
the Depositor, the Owner Trustee and the Delaware Trustee;


 


WHEREAS, the Issuer is issuing 0.62000%
Asset Backed Notes, Class A-1, 1.13% Asset Backed Notes, Class A-2, 1.39% Asset Backed Notes, Class A-3 and 1.62% Asset Backed
Notes, Class A-4 (collectively, the “Notes”) pursuant to an Indenture, dated as of the date hereof (the “Indenture”),
between the Issuer and the Indenture Trustee;


 


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


 


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


 


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


 


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


 


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


 


Section 1.01         Capitalized
Terms; Interpretive Provisions.


 


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



 




     


     


    




  


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


 


Section 1.02         Duties
of the Administrator.


 


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


 


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


 


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


 


(iii) the notification to the
Noteholders and the Rating Agencies of the final principal payment on the Notes and termination of the Trust (Section 2.07(b));


 


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


 


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


 


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


 




     2


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


(xiii) the notification to the
Indenture Trustee, and with respect to each Rating Agency the responsibility of making such notice available, of each Servicer
Default and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under
the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure
(Section 3.07(d));


 


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


 


(xv) the duty to cause the Servicer
to comply with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement (Section 3.14);


 


(xvi) if the Delinquency Percentage
for any Payment Date exceeds the Delinquency Trigger for that Payment Date, the duty to direct the Servicer to include notice of
such occurrence in the monthly distribution report filed by the Depositor on Form 10-D, which notice shall (a) state that the Delinquency
Percentage has exceeded the Delinquency Trigger in respect of that Collection Period (including reasonably detailed calculations
thereof) and (b) describe the rights of the Investors regarding an Asset Representations Review of all of the Subject Receivables
pursuant to the Asset Representations Review Agreement;


 




     3


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     4


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


(xxxiv) the recording of the Indenture,
if applicable (Section 11.15).


 


(b)          The
Administrator shall:


 


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


 


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


 




     5


     


    

  


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


 


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


 


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


 


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


 




     6


     


    

  


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


 


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


 


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


 


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


 




     7


     


    

  


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


 


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


 


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


 


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


 


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


 


(iii) the removal of the Indenture
Trustee.


 


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


 


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


 


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


 


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


 




     8


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     9


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     10


     


    

  


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


 


(b)          (i)          Notices
required to be given to each Rating Agency by the Administrator shall be in writing, personally delivered or mailed by certified
mail, return receipt requested, electronic mail (if an address therefore has been provided by the respective party in writing)
or overnight delivery service to the address set forth for such Rating Agency on Schedule A to the Sale and Servicing Agreement,
or at such other address (including electronic mail addresses) as shall be designated by written notice to the party or parties
providing notice under this paragraph.


 


(ii) Notwithstanding Section 1.11(b)(i) above,
notices required to be given to each Rating Agency under this Agreement may be made available by the Administrator through a website
post, provided that the Administrator shall inform or cause each Rating Agency to be informed in writing (including by electronic
mail) that a notice has been posted.


 


Section 1.12         Amendments.


 


(a)          Any
term or provision of this Agreement may be amended by the Sponsor, the Administrator, the Issuer and the Depositor, with the consent
of the Indenture Trustee, but without the consent of any Securityholders, the Issuer or any other Person subject to the satisfaction
of one of the following conditions:


 


(i) the Sponsor or the Depositor
delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not materially and adversely affect
the interests of any Noteholders; or


 


(ii) the Rating Agency Condition
is satisfied with respect to such amendment and the Sponsor or the Administrator notifies the Indenture Trustee in writing that
the Rating Agency Condition is satisfied with respect to such amendment;


 


provided, that in the event that
any Trust Certificates are then held by anyone other than the Depositor or any of its Affiliates, this Agreement may only be amended
by the Sponsor, the Administrator, the Issuer and the Depositor, with the consent of the Indenture Trustee if, in addition, (i) the
Certificateholders evidencing a majority of the Certificate Balance of the Trust Certificates consent to such amendment or (ii) such
amendment shall not, as evidenced by an Officer’s Certificate of the Administrator or the Depositor or an Opinion of Counsel
delivered to the Owner Trustee, materially and adversely affect the interests of the Certificateholders.


 


(b)          This
Agreement may also be amended from time to time by the Sponsor, the Administrator and the Depositor, with the consent of the Indenture
Trustee, the written consent of the Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes and
the consent of the Certificateholders evidencing not less than a majority of all the percentage interests evidenced by the Certificates,
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Securityholders.


 




     11


     


    

  


(c)          Any
term or provision of this Agreement may also be amended from time to time by the Sponsor, the Administrator and the Depositor,
for the purpose of conforming the terms of this Agreement to the description thereof in the Prospectus, without the consent of
any Securityholders, the Issuer or any other Person.


 


(d)          Promptly
after the execution of any such amendment, the Administrator shall furnish written notification of the substance of such amendment
to the Indenture Trustee and each Rating Agency. It shall not be necessary for the consent of Securityholders 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 of evidencing the authorization of Certificateholders of the execution
thereof shall be subject to such reasonable requirements as the Owner Trustee may require.


 


(e)          
Prior to its execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive
and rely upon an Opinion of Counsel, provided at the expense of the party requesting such amendment, that such amendment is authorized
and permitted by this Agreement. No amendment that adversely affects the Trustees shall be effective without the prior written
consent of the party adversely affected. The Trustees may, but shall not be obligated to, enter into any such amendment which affects
the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or
immunities under this Agreement or otherwise.


 


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


 


Section 1.14         Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 




     12


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


(a)          Notwithstanding
anything contained herein to the contrary, this instrument has been countersigned by The Bank of New York Mellon, in its capacity
as Owner Trustee of the Issuer and in no event shall The Bank of New York Mellon, in its individual capacity, or any beneficial
owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer
hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in
the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement as if specifically set forth herein.


 


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


 




     13


     


    

  


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


 


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


 


Section 1.21         Additional
Requirements of the Administrator.


 


(a)          Reporting
Requirements.


 


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


 


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


 


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


 


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


 




     14


     


    

  


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     15


     


    

  


Neither the Issuer nor the Administrator
shall exercise its right to request delivery of information or other performance under these provisions other than in good faith,
or for purposes other than compliance with the federal securities laws, including the Securities Act, the Exchange Act and the
rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required
under the Securities Act). The Administrator acknowledges that the requirements of, and that the interpretations of the requirements
of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus
among participants in the asset-backed securities markets, advice of counsel, amendments to the regulation, or otherwise, and agrees
to comply with requests made by the Indenture Trustee, the Servicer or any other party to the Transaction Documents in good faith
for delivery of information under these provisions on the basis of evolving interpretations and rules of Regulation AB. In connection
therewith, the Administrator shall deliver to the Issuer (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information necessary in the good faith determination of the Issuer, to permit the
Issuer to comply with the provisions of Regulation AB.


 


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


 




     16


     


    

  


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


 


 


	 	HONDA AUTO RECEIVABLES 2016-2
	 	OWNER TRUST, as Issuer
	 	 	 
	 	By:	THE BANK OF NEW YORK MELLON, not in its individual capacity but solely
    as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	AMERICAN HONDA RECEIVABLES
                                LLC,

        as Depositor

	 
	 	 	 
	 	By:	 
	 	 	Name: Paul C. Honda
	 	 	Title: Treasurer
	 	 	 
	 	CITIBANK,
                                N.A.,

        not in its individual capacity but
        solely as

        Indenture Trustee

	 
	 
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:
	 	 	 
	 	AMERICAN HONDA FINANCE CORPORATION, as Administrator
	 	 	 
	 	By:	 
	 	 	Name: Paul C. Honda
	 	 	Title: Vice President and Assistant
	 	 	  Secretary


 




    	 	 S-1	HAROT 2016-2
 Administration Agreement



     


    

  


EXHIBIT A


 


POWER OF ATTORNEY PURSUANT TO

SECTION 1.02(c) OF ADMINISTRATION AGREEMENT


 


KNOW ALL MEN BY THESE PRESENTS, that Honda
Auto Receivables 2016-2 Owner Trust, a Delaware statutory trust (the “Issuer”), does hereby appoint American
Honda Finance Corporation, a California corporation (the “Grantee”), located at 20800 Madrona Avenue, Torrance,
California 90503, as its attorney-in-fact with full power of substitution and hereby authorizes and empowers the Grantee, in the
name of and on behalf of the Grantor or the Issuer, to take the following actions from time to time with respect to the duties
of the Administrator under the Administration Agreement, dated May 31, 2016 (the “Administration Agreement”),
among the Issuer, the Administrator, American Honda Receivables LLC, as depositor, and Citibank. N.A., as indenture trustee, for
the purpose of executing on behalf of the Grantor or the Issuer all such documents, reports, filings, instruments, certificates
and opinions required pursuant to the Related Documents:


 


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


 


This Power of Attorney is revocable in whole
or in part as to the powers herein granted upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire
completely or, if so indicated, in part, upon the earlier of (i) the termination of the Amended and Restated Trust Agreement, dated
May 31, 2016 (the “Trust Agreement”), among American Honda Receivables LLC, as depositor, The Bank of New York
Mellon, as owner trustee and BNY Mellon Trust of Delaware, as Delaware trustee, or (ii) the termination of the Administration Agreement,
as each may be amended, restated or supplemented from time to time. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Trust Agreement or the Administration Agreement, as the case may be.


 


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


 


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


 




     A-1


     


    

 


Dated this ___ day of ______________.


 


	 	HONDA AUTO RECEIVABLES 2016-2 OWNER TRUST, as Issuer
	 	 
	 	By:	THE BANK OF NEW YORK MELLON, not in its individual capacity but solely as Owner Trustee
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:





 





	Signed and delivered in the presence of.	 	 
	  	 	 	 	 
	 	 
	Address:	 	 	 	 
	 	 
	[Unofficial Witness]	 	 










 




     A-2


     


    

  


EXHIBIT B


 


FORM OF SARBANES CERTIFICATE


 


I, [____________], certify that:


 


1.          I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of Honda Auto Receivables 2016-2 Owner Trust (the “Exchange Act periodic reports”);


 


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


 


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


 


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


 


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


 


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


 


Date: [____________]


 


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


 




     B-1