Exhibit 10.1





 


AMERICAN
HONDA FINANCE CORPORATION,


as RPA
Seller,


 


and


 


AMERICAN
HONDA RECEIVABLES LLC,


as Purchaser


 


RECEIVABLES
PURCHASE AGREEMENT


 


Dated
May 31, 2016


 







 







     


     


    

  


TABLE OF CONTENTS 


 


	 	Page
	 	 
	ARTICLE One 	DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitional Provisions	1
	 	 	 
	ARTICLE Two	 CONVEYANCE OF RECEIVABLES	1
	 	 	 
	Section 2.01	Conveyance of Receivables	1
	Section 2.02	Representations and Warranties of the RPA Seller and the Purchaser	2
	Section 2.03	Representations and Warranties as to the Receivables	6
	Section 2.04	Covenants of the RPA Seller	7
	 	 	 
	ARTICLE Three	 PAYMENT OF RECEIVABLES PURCHASE PRICE	8
	 	 	 
	Section 3.01	Payment of Receivables Purchase Price	8
	 	 	 
	ARTICLE Four	 TERMINATION	8
	 	 	 
	Section 4.01	Termination	8
	 	 	 
	ARTICLE Five	MISCELLANEOUS PROVISIONS	8
	 	 	 
	Section 5.01	Amendment	8
	Section 5.02	Protection of Right, Title and Interest to Receivables	9
	Section 5.03	GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL	10
	Section 5.04	Notices	10
	Section 5.05	Severability of Provisions	10
	Section 5.06	Assignment	11
	Section 5.07	Further Assurances	11
	Section 5.08	No Waiver; Cumulative Remedies	11
	Section 5.09	Counterparts	11
	Section 5.10	Third-Party Beneficiaries	11
	Section 5.11	Headings	11
	Section 5.12	RPA Seller Indemnification	11
	Section 5.13	Merger, Consolidation or Assumption of the Obligations of the RPA Seller	12
	Section 5.14	Dispute Resolution	12
	EXHIBIT	 	 
	Exhibit A - Representations and Warranties as to the Receivables	A-1


 




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This Receivables Purchase Agreement (the
“Agreement”), dated May 31, 2016, is between American Honda Finance Corporation, a California corporation, as
seller (the “RPA Seller”), and American Honda Receivables LLC, a Delaware limited liability company, as purchaser
(the “Purchaser”).


 


In consideration of the premises and mutual
agreements herein contained, each party agrees as follows for the benefit of the other party and for the benefit of the Owner Trustee:


 


ARTICLE
One



DEFINITIONS


 


Section 1.01         Definitions.
Terms not defined in this Agreement shall have the meanings assigned thereto in Appendix A to the Sale and Servicing Agreement
dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “Sale
and Servicing Agreement”) among the Purchaser, as seller, Honda Auto Receivables 2016-2 Owner Trust, as Issuer, and the
RPA Seller, as Servicer and Sponsor.


 


Section 1.02         Other
Definitional Provisions. The words “hereof,” “herein” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement;
the words Section, subsection and Schedule references contained in this Agreement are references to Sections, subsections and Schedules
in or to this Agreement unless otherwise specified; the term “proceeds” shall have the meaning set forth in the applicable
UCC; and the word “including” means including without limitation.


 


ARTICLE
Two



CONVEYANCE OF RECEIVABLES


 


Section 2.01         Conveyance
of Receivables.


 


(a)          In
consideration of the payment by the Purchaser to the RPA Seller of the Receivables Purchase Price as set forth in Section 3.01,
the RPA Seller hereby sells, transfers, assigns and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from
the RPA Seller, without recourse (subject to the RPA Seller’s obligations hereunder), all of the right, title and interest
of the RPA Seller in, to and under the following:


 


(i)          the
Receivables listed in the Schedule of Receivables delivered to the Indenture Trustee promptly after the Closing Date and all monies
paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the RPA Seller pursuant to Section
2.03(c)) on or after the Cutoff Date;


 


(ii)         the
security interests in the Financed Vehicles;


 


(iii)        any
proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit
disability insurance policies relating to the Receivables or the Obligors;


 




     


     


    

  


(iv)        any
proceeds of Dealer Recourse;


 


(v)         the
right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable
and have been repossessed by or on behalf of the Issuer; and


 


(vi)        the
proceeds of any and all of the foregoing.


 


(b)          In
connection with the foregoing conveyance, the RPA Seller agrees to record and file, at its own expense, one or more financing statements
with respect to the Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9-102 of
the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is necessary
to perfect the sale of the Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required
by applicable state law), and to deliver a file-stamped copy to the Indenture Trustee of each such financing statement (or continuation
statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such
filings with the file stamped copy of each such filings to be provided to the Purchaser in due course), as soon as is practicable
after receipt by the RPA Seller thereof.


 


In connection with the foregoing conveyance,
the RPA Seller further agrees, at its own expense, on or prior to the Closing Date (i) to annotate and indicate in its computer
files that the Receivables have been transferred to the Purchaser pursuant to this Agreement, (ii) to create a Schedule of Receivables
containing a true and complete list of all such Receivables, identified by account number and by the Principal Balance of each
Receivable as of the Cutoff Date, which file or list shall be kept on file at the offices of the Servicer and (iii) to deliver
the Receivable Files to or upon the order of the Purchaser.


 


The parties hereto intend that the conveyance
hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered a sale, the RPA Seller hereby
grants to the Purchaser a first priority perfected security interest in all of its right, title and interest in, to and under the
Receivables, and all other property conveyed hereunder and listed in this Section and all proceeds of any of the foregoing, and
intends that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all
amounts payable hereunder, including, without limitation, the Receivables Purchase Price.


 


Section 2.02         Representations
and Warranties of the RPA Seller and the Purchaser.


 


(a)          The
RPA Seller hereby represents and warrants to the Purchaser as of the date of this Agreement and the Closing Date that:


 


(i)          Organization
and Good Standing. The RPA Seller is a corporation duly organized, validly existing and in good standing under the laws of
the State of California, 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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(ii)         Due
Qualification. The RPA Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained
all necessary licenses and approvals in each jurisdiction where any such failure to do so would materially and adversely affect
the RPA Seller’s ability to perform its obligations under and consummate the transactions contemplated by the Basic Documents.


 


(iii)        Power
and Authority. The RPA Seller shall have the power and authority to execute and deliver this Agreement and to carry out its
terms, and the execution, delivery and performance of this Agreement shall have been duly authorized by the RPA Seller by all necessary
corporate action.


 


(iv)        Valid
Sale; Binding Obligation. This Agreement evidences a valid sale, transfer and assignment of the Receivables, enforceable against
creditors of and purchasers from the RPA Seller, and constitutes a legal, valid and binding obligation of the RPA Seller enforceable
in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization,
moratorium 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 at law


 


(v)         No
Violation. The execution, delivery and performance by the RPA Seller of this Agreement and the consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof shall 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 articles of incorporation
or bylaws of the RPA Seller, or conflict with or breach 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 RPA Seller is a party or by
which it may be bound or any of its properties are subject; 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 this Agreement); nor violate
any law or, to the knowledge of the RPA Seller, any order, rule or regulation applicable to it or its properties of any court or
of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the
RPA Seller or any of its properties, in each case where any such conflict, breach, default, lien or violation would reasonably
be expected to have a material adverse effect on the RPA Seller’s ability to perform its obligations under this Agreement
and consummate the transactions contemplated by the Basic Documents.


 


(vi)        No
Proceedings. To the RPA Seller’s knowledge, there are no proceedings or investigations pending or, to the knowledge of
the RPA Seller, threatened against the RPA Seller, before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any
of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment
of the RPA Seller, would materially and adversely affect the performance by the RPA Seller of its obligations under this Agreement.


 




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(vii)       Schedule
of Receivables. The information set forth in the Schedule of Receivables shall be true and correct in all material respects
as of the opening of business on the Cutoff Date and no selection procedures believed to be adverse to the Securityholders were
utilized in selecting the Receivables from those automobile receivables of the RPA Seller that met the selection criteria set forth
in this Agreement.


 


(viii)      All
Filings Made. Both the RPA Seller and the Purchaser, respectively, have caused or will have caused, or have taken or will take,
within ten (10) days of the Closing Date, all steps necessary, including the filing of all appropriate financing statements (including
UCC filings) necessary in the appropriate jurisdictions under the applicable law, to give the Issuer a first priority perfected
security interest in the Receivables (other than the Related Security with respect thereto, to the extent that an ownership interest
therein cannot be perfected by the filing of a financing statement), and to give the Indenture Trustee a first priority perfected
security interest therein.


 


(ix)         Security
Interest. This agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables
in favor of the Purchaser, which is prior to all other Liens (other than Permitted Liens and any Lien which will be released prior
to the assignment hereunder) and is enforceable against all creditors of and purchasers from the RPA Seller.


 


(x)          Title.
It is the intention of the RPA Seller that the transfer and assignment herein contemplated, taken as a whole, constitutes a sale
of the Receivables from the RPA Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be
part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the RPA Seller under any bankruptcy
law. Other than (1) the sale by the RPA Seller to the Purchaser pursuant to this Agreement, (2) the sale by the Purchaser to the
Issuer pursuant to the Sale and Servicing Agreement and (3) the security interest granted by the Issuer to the Indenture Trustee
in the Indenture, no Receivable has been sold, transferred, assigned or pledged by the RPA Seller to any Person other than the
Purchaser or by the Purchaser to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged
by the Issuer to any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as
provided in this Agreement. Immediately prior to the transfer and assignment herein contemplated, the RPA Seller has good and marketable
title to each Receivable free and clear of all Liens (except Permitted Liens and any Lien which will be released prior to the sale
and transfer of such Receivable to the Issuer), and, immediately upon the transfer and assignment contemplated herein, the Purchaser
shall have good and marketable title to each Receivable, free and clear of all Liens (except Permitted Liens and any Lien which
will be released prior to the sale and transfer of such Receivable to the Issuer).


 


(b)          The
Purchaser hereby represents and warrants to the RPA Seller as of the date of this Agreement and the Closing Date that:


 




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(i)          Organization
and Good Standing. The Purchaser is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware, and had at all relevant times, and shall have, 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.


 


(ii)         Due
Qualification. The Purchaser 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 where any such failure to do so would materially and adversely
affect the Purchaser’s ability to perform its obligations under and consummate the transactions contemplated by the Basic
Documents.


 


(iii)        Power
and Authority. The Purchaser shall have the power and authority to execute and deliver this Agreement and to carry out its
terms; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Purchaser by all necessary
corporate action.


 


(iv)        Binding
Obligation. This Agreement evidences a valid sale, transfer and assignment of the Receivables, and constitutes a legal, valid
and binding obligation of the Purchaser, enforceable against it in accordance with its terms, except as enforceability may be subject
to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation 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 at law.


 


(v)         No
Violation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated
by this Agreement and the fulfillment of the terms hereof shall 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 Purchaser, or conflict with or breach 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 Purchaser
is a party or by which it may be bound or any of its properties are subject; 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 this Agreement);
nor, to the knowledge of the Purchaser, violate any law or any order, rule or regulation applicable to it or its properties of
any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Purchaser or any of its properties, in each case where any such conflict, breach, default, lien or violation would reasonably
be expected to have a material adverse effect on the Purchaser’s ability to perform its obligations under this Agreement
and consummate the transactions contemplated by the Basic Documents.


 


(vi)        No
Proceedings. To the Purchaser’s knowledge, there are no proceedings or investigations pending or, to the knowledge of
the Purchaser, threatened against the Purchaser, before any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of
the Purchaser, would materially and adversely affect the performance by the Purchaser of its obligations under this Agreement.


 




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(c)          The
representations and warranties set forth in this Section shall survive the sale of the Receivables by the RPA Seller to the Purchaser
and the sale of the Receivables by the Purchaser to the Issuer. Upon discovery by the RPA Seller or the Purchaser of a breach of
any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the
others.


 


Section 2.03         Representations
and Warranties as to the Receivables.


 


(a)          Eligibility
of Receivables.


 


(i)          The
RPA Seller hereby (A) makes the representations and warranties set forth on Exhibit A as of the Cutoff Date as to the Receivables
(on which the Purchaser relies in accepting the Receivables) and (B) consents to the assignment by the Purchaser to the Issuer
of the Purchaser’s rights with respect thereto. Such representations and warranties speak as of the respective dates set
forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer under the Sale and Servicing
Agreement and the pledge of such Receivables to the Indenture Trustee under the Indenture. The RPA Seller hereby acknowledges and
agrees that under the Sale and Servicing Agreement, the Purchaser will transfer to the Issuer the Purchaser’s rights under
the Receivables Purchase Agreement, including the representations and warranties of the RPA Seller as set forth on Exhibit A
to this Agreement (upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the
Securities), together with all rights of the Purchaser with respect to any breach thereof, including the right to require the RPA
Seller to repurchase Receivables in accordance with this Agreement. Any inaccuracy in any of such representations or warranties
will be deemed not to constitute a breach of such representations or warranties if such inaccuracy does not affect the ability
of the Issuer to receive and retain payment in full on such Receivable on the terms and conditions and within the timeframe set
forth in the underlying retail installment sales contract.


 


(ii)         The
RPA Seller hereby agrees that the Administrator, on behalf of the Issuer, shall have the right to enforce any and all rights under
this Agreement assigned to the Issuer under the Sale and Servicing Agreement, including the right to cause the RPA Seller to repurchase
any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A,
directly against the RPA Seller as though the Issuer were a party to this Agreement, and the Issuer shall not be obligated to exercise
any such rights indirectly through the Purchaser.


 


(b)          Notice
of Breach. The representations and warranties set forth in this Section shall speak as of the execution and delivery of this
Agreement, but shall survive the sale, transfer and assignment of the Receivables to the Purchaser and any subsequent assignment
or transfer pursuant to the Sale and Servicing Agreement. The Purchaser, the RPA Seller, the Issuer, the Owner Trustee, the Delaware
Trustee or the Indenture Trustee, as the case may be, shall inform the other parties promptly, in writing, upon discovery of any
breach of the RPA Seller’s representations and warranties pursuant to this Section which materially and adversely affects
the interests of the Noteholders in any Receivable.


 




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(c)          Repurchase
of Receivables. In the event of a breach of any representation or warranty set forth on Exhibit A which materially and adversely
affects the interests of the Issuer or the Securityholders and unless the breach shall have been cured by the last day of the second
Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case
may be (or, at the option of the RPA Seller, the last day in the first Collection Period following the Collection Period in which
such discovery is made), the RPA Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable,
on the related Payment Date, the RPA Seller shall remit an amount equal to the Warranty Purchase Payment in respect of such Receivable
to the Purchaser and shall be entitled to receive the Released Warranty Amount. Upon any such repurchase, each of the Purchaser
and the Issuer shall, without further action, be deemed to transfer, assign and otherwise convey to the RPA Seller, without recourse,
representation or warranty, all the right, title and interest of either the Purchaser or the Issuer in, to and under such repurchased
Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner
Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer
or assignment and take such other actions as shall reasonably be requested by the RPA Seller to effect the conveyance of such Receivable
pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach
of the RPA Seller’s representations and warranties pursuant to Section 2.03(a) shall be to require the RPA Seller to repurchase
the related Receivables pursuant to this Section.


 


Section 2.04         Covenants
of the RPA Seller. The RPA Seller hereby covenants that:


 


(a)          Security
Interests. Except for the conveyances and grants of security interests hereunder and contemplated pursuant to this Agreement
and the other Basic Documents, the RPA Seller shall not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any Lien on any Receivable or interest therein, and the RPA Seller shall defend the right, title
and interest of the Purchaser in, to and under such Receivables against all claims of third parties claiming through or under the
RPA Seller; provided, however, that the RPA Seller’s obligations under this Section 2.04(a) shall
terminate upon the termination of the Trust pursuant to Section 9.01 of the Trust Agreement.


 


(b)          Delivery
of Payments. The RPA Seller agrees to deliver in kind upon receipt to the Servicer under the Sale and Servicing Agreement (if
other than the RPA Seller) all payments received by the RPA Seller in respect of the Receivables as soon as practicable after receipt
thereof by the RPA Seller.


 


(c)          No
Impairment. The RPA Seller shall take no action, nor omit to take any action, which would impair the rights of the Purchaser
in any Receivable, nor shall it, except as otherwise provided in this Agreement or the Sale and Servicing Agreement, reschedule,
revise or defer payments due on any Receivable.


 




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ARTICLE
Three



PAYMENT OF RECEIVABLES PURCHASE PRICE


 


Section 3.01         Payment
of Receivables Purchase Price. In consideration of the sale of the Receivables from the RPA Seller to the Purchaser as provided
in Section 2.01, on the Closing Date the Purchaser agrees to pay the RPA Seller an amount equal to the Receivables Purchase Price.
The Receivables Purchase Price shall be paid in the form of (i) $1,424,984,261.11, the net cash proceeds from the public offering
by the Purchaser of the Notes and (ii) $113,477,277.77, being deemed paid and returned to the Purchaser as a capital contribution.


 


ARTICLE
Four



TERMINATION


 


Section 4.01         Termination.
The respective obligations and responsibilities of the RPA Seller and the Purchaser created hereby shall terminate, except for
the indemnity obligations of the RPA Seller as provided herein, upon the termination of the Issuer as provided in the Trust Agreement.


 


ARTICLE
Five



MISCELLANEOUS PROVISIONS


 


Section 5.01         Amendment.


 


(a)          Any
term or provision of this Agreement may be amended by the Purchaser and the RPA Seller, but without the consent of any Securityholders
or any other Person subject to the satisfaction of one of the following conditions:


 


(i)          the
Purchaser or the RPA Seller 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 that have not consented in writing to such amendment; or


 


(ii)         the
Rating Agency Condition is satisfied with respect to such amendment and the Purchaser or the RPA Seller 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 Purchaser and the RPA Seller 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 Purchaser or the RPA Seller or an Opinion of Counsel delivered to the Owner Trustee, materially and adversely affect the
interests of the Certificateholders.


 




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(b)          This
Agreement may also be amended from time to time by the Purchaser and the RPA Seller, with notice to 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 Trust Certificates,
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement.


 


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


 


(d)          Promptly
after the execution of any such amendment, the RPA Seller or the Purchaser shall furnish written notification of the substance
of such amendment 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). 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)          No
amendment that adversely affects the Indenture Trustee, the Owner Trustee or the Delaware Trustee shall be effective without the
prior written consent of the party adversely affected.


 


Section 5.02         Protection
of Right, Title and Interest to Receivables.


 


(a)          The
RPA Seller, at its expense, shall cause this Agreement and/or all financing statements and continuation statements and any other
necessary documents covering the Purchaser’s right, title and interest to the Receivables and other property conveyed by
the RPA Seller to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded,
registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right,
title and interest of the Purchaser hereunder to all of the Receivables and such other property. The RPA Seller shall deliver to
the Purchaser file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as
soon as available following such recording, registration or filing. The Purchaser shall cooperate fully with the RPA Seller in
connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent
of this subsection.


 


(b)          In
the event that the RPA Seller makes any change in its name, identity or corporate structure which would make any financing statement
or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9-507(c)
of the UCC as in effect in the applicable state, the RPA Seller shall give the Purchaser not less than five (5) days prior written
notice of any such change and shall, within thirty (30) days of such change, execute and file such financing statements or amendments
as may be necessary to continue the perfection of the Purchaser’s security interest in the Receivables and the proceeds thereof.


 




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(c)          The
RPA Seller will give the Purchaser prompt written notice of any relocation of any office from which the RPA Seller keeps records
concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new
financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection
of the interest of the Purchaser in the Receivables and the proceeds thereof.


 


Section 5.03         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, 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.


 


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 5.04         Notices.
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, return receipt requested, or overnight delivery service, by facsimile or by electronic
mail (if an address therefore has been provided by the respective party in writing) to, the address of each party as set forth
on Schedule B to the Sale and Servicing Agreement, or, as to any of such Persons, at such other address as shall be designated
by such Person in a written notice to the other Persons.


 


Section 5.05         Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason
whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions and 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 any amendment or supplement hereto.


 




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Section 5.06         Assignment.
This Agreement may not be assigned by the Purchaser or the RPA Seller except as contemplated by this Section and the Sale and Servicing
Agreement; provided, however, that simultaneously with the execution and delivery of this Agreement, the Purchaser shall assign
all of its right, title and interest herein to the Issuer, which in turn, will pledge its rights to the Indenture Trustee for the
benefit of the Noteholders as provided in Section 2.01 of the Sale and Servicing Agreement, to which the RPA Seller hereby expressly
consents. The RPA Seller agrees to perform its obligations hereunder for the benefit of the Issuer and that the Indenture Trustee
may enforce the provisions of this Agreement, exercise the rights of the Purchaser and enforce the obligations of the RPA Seller
hereunder without the consent of the Purchaser.


 


Section 5.07         Further
Assurances. The RPA Seller and the Purchaser agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the other party hereto or by the Issuer or the Indenture Trustee
more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements,
amendments, continuation statements or releases relating to the Receivables for filing under the provisions of the UCC or other
law of any applicable jurisdiction.


 


Section 5.08         No
Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Purchaser, the Issuer or
the RPA Seller, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive
of any rights, remedies, powers and privileges provided by law.


 


Section 5.09         Counterparts.
This Agreement may be executed in two or more counterparts, (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the same instrument.


 


Section 5.10         Third-Party
Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, the Issuer, the Owner Trustee,
the Delaware Trustee and the Indenture Trustee for the benefit of the Noteholders, each of which shall be considered to be third-party
beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder.


 


Section 5.11         Headings.
The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision
hereof.


 


Section 5.12         RPA
Seller Indemnification.


 


(a)          Purchaser.
The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered
or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant
to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement,
reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or
alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.


 




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(b)          Trustees.
The RPA Seller shall indemnify, defend and hold harmless the Trustees from and against any and all costs, expenses, losses, claims,
damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, and was imposed upon
the Trustees through the negligence, willful misfeasance or bad faith of the RPA Seller in the performance of its duties under
this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.


 


(c)          Taxes.
The RPA Seller shall indemnify, defend and hold harmless the Purchaser and any of the officers, directors, employees and agents
of the Purchaser from and against any taxes that may at any time be asserted against any such Person with respect to the transactions
contemplated herein and in the other Basic Documents, including any sales, gross receipts, general corporation, tangible personal
property, privilege or license taxes and costs and expenses in defending against the same.


 


Section 5.13         Merger,
Consolidation or Assumption of the Obligations of the RPA Seller.


 


(a)          The
RPA Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:


 


(i)          the
corporation formed by such consolidation or into which the RPA Seller is merged or the Person which acquires by conveyance or transfer
the properties and assets of the RPA Seller substantially as an entirety shall be organized and existing under the laws of the
United States, any state thereof or the District of Columbia, and, if the RPA Seller is not the surviving entity, shall expressly
assume, by an agreement supplemental hereto, executed and delivered to the Purchaser and the Indenture Trustee, in form satisfactory
to the Purchaser and the Indenture Trustee, the performance of every covenant and obligation of the RPA Seller hereunder and shall
benefit from all the rights granted to the RPA Seller hereunder; and


 


(ii)         the
RPA Seller shall have delivered to the Purchaser and the Indenture Trustee an Officer’s Certificate of the RPA Seller and
an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply
with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with.


 


(b)          The
obligations of the RPA Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the RPA Seller
hereunder except in each case in accordance with the provisions of Section 5.06 and this Section.


 


Section 5.14         Dispute
Resolution.


 


(a)          If
any Investor (each, a “Requesting Party”) requests that the RPA Seller repurchase any Receivable pursuant to
Section 2.03(c) of this Agreement and the repurchase request has not been fulfilled or otherwise resolved to the reasonable satisfaction
of such Requesting Party within one-hundred eighty (180) days of the receipt of notice of the request by the RPA Seller, the Requesting
Party will have the right to refer the matter, at its discretion, to mediation, non-binding arbitration or binding arbitration
pursuant to this Section 5.14. In order to make a repurchase request, such Requesting Party will provide a notice stating the request
to the RPA Seller.


 




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(b)          The
Requesting Party will provide notice in accordance with the provisions of Section 5.04 of its intention to refer the matter to
mediation, non-binding arbitration or binding arbitration, as applicable, to the RPA Seller, with a copy to the Issuer, the Purchaser,
the Owner Trustee and the Indenture Trustee. The RPA Seller agrees that it will participate in the resolution method selected by
the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration
shall be binding upon the Requesting Party, the Purchaser, the Issuer, the Owner Trustee, and the Indenture Trustee with respect
to the Receivable that is the subject matter of the repurchase request, and, in that situation, issues relating to that Receivable
may not be re-litigated by the Purchaser, the Issuer, the Owner Trustee, or the Indenture Trustee or become the subject of a subsequent
repurchase request by the Requesting Party in mediation (including non-binding arbitration), arbitration, court, or otherwise.


 


(c)          If
the Requesting Party selects mediation as the resolution method, the following provisions will apply:


 


(i)          The
mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party
pursuant to such association’s mediation procedures in effect at such time.


 


(ii)         The
fees and expenses of the mediation will be allocated as mutually agreed by the parties as part of the mediation.


   


(iii)        The
mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the
repurchase dispute and will be appointed from a list of neutrals maintained by the AAA.


 


(d)          If
the Requesting Party selects arbitration as the resolution method, the following provisions will apply:


 


(i)          The
arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the parties,
and if the parties are unable to agree on an association, the arbitration will be administered by the AAA, and conducted pursuant
to such association’s arbitration procedures in effect at such time.


 


(ii)         The
arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the
dispute hereunder and will be appointed from a list of neutrals maintained by AAA.


 


 



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(iii)        The
arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The
arbitrator will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement
in any way. The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted
by it, and the RPA Seller shall not be required to pay more than the applicable Repurchase Amount with respect to any Receivable
which the RPA Seller is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will
determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the
arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitrator in its
reasonable discretion. The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered
to the parties. For binding arbitration, the arbitrator’s determination will be final and non-appealable (absent manifest
error), except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and
enforced in any court with jurisdiction over the parties and the matter.


 


(iv)        By
selecting binding arbitration, the Requesting Party waives the right to sue in court, including the right to a trial by jury.


 


(e)          The
following provisions will apply to both mediations (including non-binding arbitration) and arbitrations:


 


(i)          Any
mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and
the RPA Seller;


 


(ii)         Notwithstanding
this dispute resolution provision, the parties will have the right to seek provisional relief from a competent court of law, including
a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise be available by
law;


 


Other than as publicly available with the Commission or otherwise
publicly disclosed, the details and/or existence of any unfulfilled repurchase request, any meetings or discussions regarding any
unfulfilled repurchase request, mediations or arbitration proceedings conducted under this Section 5.14, including all offers,
promises, conduct and statements, whether oral or written, made in the course of the parties' attempt to resolve an unfulfilled
repurchase request, any information exchanged in connection with any mediation, and any discovery taken in connection with any
arbitration (collectively, “Confidential Information”), shall be and remain confidential and inadmissible (except
as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration or litigation,
or other proceeding (including any proceeding under this Section 5.14) other than as required to be disclosed in accordance with
applicable law, regulatory requirements, or court order or to the extent that the RPA Seller, in its sole discretion, elects to
disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with any
third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents
and representatives (collectively “Representatives”), as reasonably required in connection with any resolution
procedure under this Section 5.14), if the disclosing Party (a) directs such Representatives to keep the information confidential,
(b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable
measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for
information from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly
notify the other party and will provide the other party with the opportunity to object to the production of its Confidential Information
or seek other appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence
of a protective order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or
by regulatory authority to disclose any portion of the Confidential Information, such party may disclose to the party compelling
disclosure only the part of such Confidential Information that is required to be disclosed.


 




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


 


	 	AMERICAN HONDA FINANCE CORPORATION,
	 	as RPA Seller
	 	 
	 	By:	/s/ Paul C. Honda
	 	 	Name: Paul C. Honda
	 	 	Title: Vice President and Assistant Secretary
	 	 	 
	 	AMERICAN HONDA RECEIVABLES LLC,
	 	as Purchaser
	 	 	 
	 	By:	/s/ Paul C. Honda
	 	 	Name: Paul C. Honda
	 	 	Title: Treasurer


 




    	 	S-1	HAROT 2016-2
 Receivables Purchase Agreement



     


    

  


EXHIBIT A


 


REPRESENTATIONS AND WARRANTIES AS TO
THE RECEIVABLES


 


		(i)	Characteristics of Receivables. Each Receivable



 


		(a)	was originated by a Dealer located in the United States
for the sale of the related Financed Vehicle, fully executed by the Obligor thereto, purchased by AHFC from such Dealer under
an existing agreement with AHFC, assigned by such Dealer to the RPA Seller and subsequently sold by the RPA Seller to the Purchaser
pursuant to the Receivables Purchase Agreement,



 


		(b)	has created or shall create a first priority security interest
in favor of the RPA Seller in the related Financed Vehicle, which security interest has been assigned by the RPA Seller to the
Purchaser and shall be assignable, and shall be so assigned, by the Purchaser to the Issuer,



 


		(c)	contains provisions that permit the repossession and sale
of the Financed Vehicle upon a default under the Receivable by the Obligor,



 


		(d)	except as otherwise provided in this Agreement, provides,
at the time of origination, for level Monthly Payments (provided that the first and last payments in the life of the Receivable
may be different from but in no event more than two times the level payment) that fully amortize the Amount Financed over its
original term,



 


		(e)	allows for prepayment,



 


		(f)	is not listed on the Servicer’s records as a federal,
state or local governmental entity and



 


		(g)	is a retail installment sales contract.



 


(ii)         Compliance
with Law. At the time it was originated, the Receivable complied in all material respects with all requirements of law in effect
at the time and applicable to such Receivable.


 


(iii)        Binding
Obligation. Each Receivable is on a form contract that includes the legal and binding payment obligation in writing of the
related Obligor, enforceable by the holder thereof, except as enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation or other laws affecting the enforcement of creditors’ rights and by general principles
of equity, consumer protection laws and the Servicemembers Civil Relief Act.


 


(iv)        Receivables
in Force. According to the Servicer’s Receivables system, the Receivable shall not have been satisfied, subordinated
or rescinded, nor shall the Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable
on the Cutoff Date.


 




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(v)         
No Defenses. To the RPA Seller’s knowledge, no right of rescission, setoff, counterclaim or defense has been asserted
or threatened in writing by any Obligor against the Receivable.


 


(vi)        No
Defaults. Except for payment delinquencies that, as of the Cutoff Date, were not more than thirty (30) days, according to the
accounting records of the RPA Seller, no payment default existed under the terms of any Receivable as of the Cutoff Date.


 


(vii)       Insurance.
Each Obligor of a Receivable has been required to obtain physical damage insurance covering the related Financed Vehicle and is
required under the terms of the related Receivable to maintain such insurance.


 


(viii)      Lawful
Assignment. The terms of the Receivable do not limit the right of the owner of the Receivable to sell the Receivable.


 


(ix)         Chattel
Paper. The Receivable is either “tangible chattel paper” or “electronic chattel paper” within the meaning
of the applicable UCC and there is only one original authenticated copy of the Receivable.


 


(x)          Security
Interest. The RPA Seller has, or the Servicer has, started procedures that will result in the RPA Seller having a perfected,
first priority security interest in the Financed Vehicle within ten (10) days of the Closing Date, which security interest was
validly created and is assignable by the RPA Seller to the Purchaser.


 


(xi)         Individual
Characteristics. Each Receivable has the following individual characteristics as of the Cutoff Date:


 


		(a)	is not listed on the Servicer’s records as the subject
of a pending bankruptcy proceeding;



 


		(b)	had an original maturity of not greater than 72 payments;



 


		(c)	provides for the payment of a finance charge or shall yield
interest calculated on the basis of a Contract Rate of at least 0.50%;



 


		(d)	has a Scheduled Payment that is not more than thirty (30)
days past due;



 


		(e)	the Financed Vehicle to which the Receivable relates is
a new or used Honda or Acura automobile or light-duty truck; and



 


		(f)	the Obligor under each Receivable had a billing address
in the United States or its territories or possessions, according to the records of the Servicer.



 




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