EXHIBIT 10.4


 


(Multicurrency—Cross Border)


 


ISDA®





International Swap Dealers Association, Inc.


  


MASTER AGREEMENT


 


dated as of [                ]


 


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




 


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


 


Accordingly, the parties agree as follows:—


 


1.            Interpretation


 


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


 


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


 


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


 


2.            Obligations


 


(a)           General
Conditions.


 


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


 


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


 


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


 


Copyright © 1992 by International Swap Dealers
Association, Inc.


 






     


     


    

 


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


 


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


 


(i)            in
the same currency; and


 


(ii)           in
respect of the same Transaction,


 


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


 


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


 


(d)           Deduction
or Withholding for Tax.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(ii)            Liability.
If:—


 


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


 


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


 


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


 


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


 


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


 


3.            Representations


 


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


 


(a)           Basic
Representations.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


4.             Agreements


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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5.            Events
of Default and Termination Events


 


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


 


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


 


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


 


(iii)         Credit
Support Default.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


6.            Early
Termination


 


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


 


(b)            Right
to Terminate Following Termination Event.


 


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


 






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


 


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


 


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


 


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


 


(iv)          Right
to Terminate. If:—


 


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


 


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


 


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


 


(c)           Effect
of Designation.


 


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


 


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


 


(d)          Calculations.


 


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


 


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


 






    8 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    9 


     


    

 


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


 


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


 


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


 


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


 


7.            Transfer


 


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


 


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


 


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


 


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


 


8.            Contractual
Currency


 


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


 


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


 






    10 


     


    

 


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


 


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


 


9.            Miscellaneous


 


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


 


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


 


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


 


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


 


(e)          Counterparts
and Confirmations.


 


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


 


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


 


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


 


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


 


10.         Offices;
Multibranch Parties


 


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


 






    11 


     


    

 


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


 


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


 


11.          Expenses


 


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


 


12.          Notices


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


13.          Governing
Law and Jurisdiction


 


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


 


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


 


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


 


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


 


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


 






    12 


     


    

 


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


 


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


 


14.         Definitions


 


As used in this Agreement:—


 


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


 


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


 


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


 


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


 


“Applicable Rate” means:—


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    14 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    15 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    16 


     


    

 


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


 


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


 


	By:	 	 
	Name:	 
	Title:	 


 


	 	By:	 
	 	Name:
	 	Title:


  




    17 


     


    

 


ISDA





International Swap Dealers Association, Inc.


 


SCHEDULE


to the


Master Agreement


 


dated as of [________]


 


between


 


[________] (“Party A”) and


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


 


Part 1.    Termination Provisions.


 


		(a)	The following shall apply:



 


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


 


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


 


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


 


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


 






    18 


     


    

 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    19 


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 


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


 


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


 


(iii)            [Include
relevant rating agency downgrade triggers, as applicable.]


 






    20 


     


    

 


Part 2.     Tax
Representations


 


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



 


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


 


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



 


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



 


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



 


Part 3.     Agreement
to Deliver Documents.


 


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


 


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


 


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


 


(b)            Other
documents to be delivered are:


 






    21 


     


    

 





	Party required to deliver document	Form/Document/

Certificate	Date by which to be delivered	Covered by Section 3(d) Representation of this Agreement
	Party A and Party B	Evidence of the authority of the signatories of this Agreement including specimen signatures of such signatories.	Upon execution of this Agreement.	Yes
	Party A	An opinion of counsel addressed to Party B in form and substance reasonably acceptable to Party B.	Upon execution of this Agreement.	No
	Party B	An opinion of Party B’s counsel addressed to Party A in form and substance reasonably acceptable to Party A.	Upon execution of this Agreement.	No





	Party B	A duly executed certificate of the secretary or assistant secretary of the Owner Trustee of Party B certifying the name and true signature of each person authorized to execute this Agreement and enter into Transactions for Party B.	Upon execution of this Agreement.	Yes
	Party B	Copies of executed Indenture and Sale and Servicing Agreement.	Upon execution of such Agreements	Yes
	Party A	Financial data relating to Party A, as required pursuant to Part 5(s) of this Schedule.	As required pursuant to Part 5(s) of this Schedule.	Yes
	Party A	Executed Indemnification and Disclosure Agreement, among Party A, American Honda Finance Corporation and American Honda Receivables LLC, relating to Party A’s furnished information for use in the Prospectus and other matters.	Upon or prior to execution of this Agreement	Yes


 


Part 4.     Miscellaneous.


 


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


 


Address for notices or communications
to Party A:


 


[____________]





[____________]





[____________]





[____________]





[____________]





[____________]


 


Address for notices or communications
to Party B:


 


[____________]


[____________]





[____________]





[____________]





[____________]


 






    22 


     


    

 


With a copy to:


 


American Honda Finance Corporation


20800 Madrona Avenue


Torrance, CA 90503


Attention: Treasury Manager


 




    23 


     


    

 


With
a copy to the Indenture Trustee at:


 


[____________]

[____________]





[____________]


[____________]


 


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


 


		Party A appoints as its Process Agent	[____________]






		Party B appoints as its Process Agent	Not
applicable



 


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



 


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



 


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


 


[Party A is not a Multibranch Party.]


 


Party B is not
a Multibranch Party.


 


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



 


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


 


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


 


With respect to Party B:[____________]


 


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


 


		Party A:	The guarantor under any Eligible Guarantee in support
of Party A’s obligations under this Agreement.



 


		Party B:	Not applicable.



 


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



 


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



 


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



 






    24 


     


    

 


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



 


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


 


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


 


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


 


Part 5.     Other
Provisions.


 


		(a)	ISDA Definitions



 


The definitions and provisions contained
in the 2006 ISDA Definitions (the “2006 Definitions”) as published by the International Swaps and Derivatives Association, Inc.
are incorporated by reference into this Agreement. The Agreement and each Transaction will be governed by the 2006 Definitions as they
may be officially amended and supplemented from time to time by ISDA.


 


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


 


(i)            the
Confirmation;


(ii)           the
Schedule;


(iii)          the
2006 Definitions; and


(iv)          the
printed form of ISDA Master Agreement.


 


		(b)	Relationship Between Parties



 


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


 


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


 


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


 


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


 


(iv)         Eligible
Contract Participant. It is an “eligible contract participant” as defined in Section 1a(18) of the U.S. Commodity
Exchange Act, as amended, 7 U.S.C. Section 1a(18).


 






    25 


     


    

 


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


 


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


 


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



 


		(d)	Severability.     Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions of the Agreement or affecting the validity or enforceability of such provision in any other jurisdiction unless such severance
shall substantially impair the benefits of the remaining portions of this Agreement or changes the reciprocal obligations of the parties.
The parties hereto shall endeavour in good faith negotiations to replace the prohibited or unenforceable provision with a valid provision,
the economic effect of which comes as close as possible to that of the prohibited or unenforceable provision.



 


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



 


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


 


		(A)	Party B consents to such transferee;



 


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



 


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



 


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



 


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


 


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



 






    26 


     


    

 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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


 






    27 


     


    

 


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



 


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



 


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



 


		(p)	[Insert rating agency downgrade provisions, as applicable.]



 


		(q)	Definitions.



 


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



 


		(ii)	As used herein:



 


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


 


“Depositor”
means American Honda Receivables LLC.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Rating Agency Condition”
means, with respect to any action, that each Rating Agency shall have been given ten Business Days (or such shorter period as is practicable
or acceptable to each Rating Agency) prior notice thereof and within ten Business Days of each Rating Agency’s receipt of such notice
(or such shorter period as is practicable or acceptable to each Rating Agency) such Rating Agency shall not have notified the Seller,
the Servicer, the Indenture Trustee and the Owner Trustee in writing that such action will result in a qualification, reduction or withdrawal
of the then current rating of the Notes.


 






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


 


“S&P” means Standard &
Poor’s Ratings Services.


 


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


 


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



 


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


 


		(s)	Regulation AB Financial Disclosure.



 


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


 


For the purpose of this Part 5(s):


 


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


 


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


 


“Regulation AB” means
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time
to time, and subject to such clarification and interpretation as have been provided by the SEC in the adopting release (Asset-Backed Securities,
Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or as may be provided
by the SEC or its staff from time to time.


 






    30 


     


    

 


If at any time during a period that
reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations
of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the
Notes is 8% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate to
the satisfaction of the Depositor that it is able to provide the Additional Information required under Item 1115(b)(1) of Regulation
AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall
within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense
or liability to the Depositor or Party B, either (i) post Eligible Collateral, in form, substance and amount satisfactory to
the Depositor, or (ii) cause an Eligible Replacement (which satisfies the Rating Agency Condition and any other requirements of this
Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b)) to replace
Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’ consent
when and as required under this Part 5(s) hereof.


 


If at any time during a period that
reports are being filed with respect to Party B and the Notes in accordance with the Exchange Act and the rules and regulations
of the SEC, as reasonably calculated by the Depositor, the “significance percentage” of this Agreement for any class of the
Notes is 18% or more, Party A shall within five (5) Local Business Days following receipt of request therefor demonstrate to
the satisfaction of the Depositor that it is able to provide the Additional Information required under Item 1115(b)(2) of Regulation
AB for Party A. If Party A is unable to satisfy the Depositor as to its ability to provide such information, Party A shall
within five (5) Local Business Days following receipt of request therefor, at the sole expense of Party A, without any expense
or liability to the Depositor or Party B, cause an Eligible Replacement (which satisfies the Rating Agency Condition and any other
requirements of this Agreement, including the requirement to deliver the indemnification and contribution agreement referred to in Part 3(b))
to replace Party A as party to this Agreement that has agreed to Deliver any information, report, certification or accountants’
consent when and as required under this Part 5(s) hereof.


 


[signature pages follow]


 




    31 


     


    

 


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


 


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