As filed with the Securities and Exchange Commission on April 25, 2011

Registration No. 333-173202

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1

to FORM S-3

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

AMERICAN HONDA FINANCE CORPORATION (Sponsor of the Issuing Entities described herein)

AMERICAN HONDA RECEIVABLES LLC

(Depositor of the Issuing Entities described herein) (Exact name of registrant as specified in its charter)

______________________________________

20800 Madrona Ave Torrance, California 90503

(310) 972-2288 (Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

K. Endo 20800 Madrona Ave

Torrance, California 90503 (310) 972-2288

(Name, Address, including zip code, and telephone number, including area code, of agent for service) Copies to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,

other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: ⌧ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list

the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement for the same offering. If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with

the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or

additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Delaware 6189 80-0695898(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification No.)

Carol M. McGee, Esq. Gary D. Roth, Esq.

ALSTON & BIRD LLP 90 Park Avenue (212) 210-9400

New York, New York 10016

Reed D. Auerbach, Esq.

Bingham McCutchen LLP 399 Park Avenue, 14th Floor

(212) 705-7400 New York, New York 10022

Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company)

Smaller reporting company

CALCULATION OF REGISTRATION FEE

(1) The Registrant's predecessor American Honda Receivables Corp. previously filed a Registration Statement on Form S-3 (Registration No. 333-150095) (as amended, the “Prior Registration Statement”) with the Securities and Exchange Commission, which became effective on May 27, 2008. Pursuant to the Prior Registration Statement, there are $3,836,751,000.00 of unsold amount of Asset-Backed Notes and Certificates thereunder as of the date of this Registration Statement (the "Unsold Securities"). A filing fee of $150,784.31 was paid in connection with the Unsold Securities. Pursuant to Rule 415(a)(6) of Regulation C under the Securities Act of 1933, as amended, the Unsold Notes under the Prior Registration Statement are included in this Registrat ion Statement. In addition, the Registrant paid $116.10 on March 31, 2011 in connection with the filing of this Registration Statement. The amount to be registered under this Registration Statement together with the amount of Unsold Notes included in the Prior Registration Statement, results in a total of $10,000,000,000 in securities that may be issued under this Registration Statement. (2) Estimated solely for the purpose of calculating the registration fee. (3) Calculated pursuant to Rule 457 (a) of the Securities Act of 1933.

We hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until we file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

INTRODUCTORY NOTE

THIS REGISTRATION STATEMENT CONTAINS (I) A FORM OF PROSPECTUS RELATING TO THE OFFERING OF ONE OR MORE SERIES OF ASSET BACKED NOTES BY VARIOUS ISSUING ENTITIES CREATED FROM TIME TO TIME BY AMERICAN HONDA RECEIVABLES LLC AND (II) A FORM OF PROSPECTUS SUPPLEMENT RELATING TO THE OFFERING BY EACH SEPARATE ISSUING ENTITY OF A PARTICULAR SERIES OF ASSET BACKED NOTES AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT. THE FORM OF PROSPECTUS SUPPLEMENT RELATES ONLY TO THE SECURITIES DESCRIBED THEREIN AND IS A FORM WHICH MAY BE USED BY AMERICAN HONDA RECEIVABLES LLC TO OFFER ASSET BACKED NOTES UNDER THIS REGISTRATION STATEMENT.

In addition, if and to the extent required by applicable law, the Prospectus and the related Prospectus Supplement will also be used after the completion of the related offering in connection with certain offers and sales related to market-making transactions in the offered securities. In order to register under Rule 415 those securities which may be offered and sold in market-making transactions, the appropriate box on the cover page of the Registration Statement has been checked and the undertakings required by Item 512(a) of Regulation S-X have been included in Item 17 of Part II.

Information contained herein is subject to completion or amendment. A registration statement relating to these Securities has been filed with the Securities and Exchange Commission. These Securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these Securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State.

The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Title of Securities to be Registered Amount to be

Registered(1)(2)

Proposed Maximum Aggregate Offering

Price Per Unit(2)

Proposed Maximum Aggregate

Offering Price(2) Amount of

Registration Fee(3) Asset-Backed Notes $10,000,000,000 100% $10,000,000,000 $715,437.11

Subject to Completion, dated April 25, 2011

Prospectus Supplement (To Prospectus Dated ________ __, 20__)

Honda Auto Receivables 20[__]-[_] Owner Trust

Issuing Entity

American Honda Receivables LLC,

Depositor

American Honda Finance Corporation,

Sponsor, Originator, Servicer and Administrator

$[______] ASSET BACKED NOTES, Series 20[__]-[_]

The terms of the offering are as follows:

We will not list the notes on any national securities exchange, including the Nasdaq Stock Market.

Joint Bookrunners

Co-Managers [_________]

The date of this prospectus supplement is _______ __, 20___.

You should review carefully the factors set forth under ‘‘Risk Factors’’ beginning on page S-[__] of this prospectus supplement and page [__] in the accompanying prospectus. The prospectus supplement does not contain complete information about the offering of the securities. No one may use this prospectus supplement to offer and sell the securities unless it is accompanied by the prospectus. The securities are asset backed securities and represent the obligations of the issuing entity only and do not represent the obligations of or interest in the sponsor, the depositor or any of their affiliates. Neither the securities nor the receivables are insured or guaranteed by any government agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities or determined that this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

• The trust will issue four classes of notes and a class of certificates.

• The notes are backed by a pledge of the trust’s assets. The trust’s assets include retail installment sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) [and new and used Honda motorcycles].

• Only the notes described on the following table are being offered by this prospectus supplement and the accompanying prospectus.

• Credit enhancement for the notes consists of excess interest on the receivables, subordination of the certificates, the reserve fund and the yield supplement account.

• [The issuing entity and [_________] will enter into an interest rate swap agreement to convert the fixed rate interest yield on the receivables owned by the issuing entity to a floating rate consistent with the interest accrued on the Class A-[_] Notes and the Class A-[_] Notes.]

Initial Principal Amount

Interest Rate(1)

Accrual Method(1)

First Payment Date(2)

Final Scheduled

Payment Date

Expected Final

Payment Date

Class A-1 Notes $__________ ____% Actual/360 _____, 20__ _____, 20__ _____, 20__

Class A-2 Notes $__________ ____% 30/360 _____, 20__ _____, 20__ _____, 20__

[Class A-3 Notes $__________ ____% Actual/360 _____, 20__ _____, 20__ _____, 20__]

[Class A-4 Notes $__________ ____% Actual/360 _____, 20__ _____, 20__ _____, 20__]

(1) Interest generally will accrue on the Class A-1 Notes, Class A-[_] Notes and Class A-[_] Notes from (and including) the previous payment date to (but excluding)

the related payment date, and on the Class A-[_] Notes from (and including) the [__] day of each month to (but excluding) the [__] day of the succeeding month. (2) Payment dates for the notes will occur on the [__] day of each month, or if such date is not a business day, then on the next business day. (3) The interest rate on the Class A-[_] Notes and Class A-[_] Notes will be adjusted on a monthly basis to one-month LIBOR plus the applicable spread.

Initial Public

Offering Price(1) Underwriting

Discount Proceeds to Depositor(2)

Per Class A-1 Note ____% ____% ____%

Per Class A-2 Note ____% ____% ____%

Per Class A-3 Note ____% ____% ____%

Per Class A-4 Note ____% ____% ____%

Total $__________ $__________ $__________ (1) Plus accrued interest, if any, from [______, 20__]. (2) Before deducting expenses payable by the depositor, estimated to be $_______. The notes will be delivered in book-entry form only on or about [______, 20__].

[______________] [______________]

[________] [_________]

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS S-5SUMMARY OF PARTIES TO THE TRANSACTION S-6SUMMARY OF MONTHLY DEPOSITS TO AND WITHDRAWALS FROM ACCOUNTS S-7SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE AMOUNTS S-8SUMMARY OF TERMS S-9RISK FACTORS S-25DEFINED TERMS S-36THE ISSUING ENTITY S-36

General S-36Capitalization of the Issuing Entity S-37

THE DEPOSITOR S-38THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER S-38[REPURCHASE HISTORY] S-39AFFILIATIONS AND RELATED TRANSACTIONS S-40

Vehicle Title Management Service Provider, [ ] S-40THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE S-40THE RECEIVABLES S-40MATURITY AND PREPAYMENT CONSIDERATIONS S-50DELINQUENCIES, REPOSSESSIONS AND LOAN LOSS INFORMATION S-50STATIC POOLS S-52WEIGHTED AVERAGE LIFE OF THE NOTES S-52NOTE FACTORS S-59STATEMENTS TO NOTEHOLDERS S-59USE OF PROCEEDS S-59THE DEPOSITOR, THE ADMINISTRATOR AND THE SERVICER S-59THE NOTES S-59

General S-59Payments of Interest S-59Payments of Principal S-60[Prefunding Period] S-61[Revolving Period] S-62Modification of Indenture S-62Events of Default; Rights upon Event of Default S-62Notices S-63Governing Law S-63Minimum Denominations S-63

THE CERTIFICATES S-63General S-63Payments of Interest S-63Payments of Principal S-64Governing Law S-64

PAYMENTS ON THE NOTES S-64Payment of Distributable Amounts S-65

CREDIT ENHANCEMENT S-66Subordination S-66Reserve Fund S-66Yield Supplement Account S-67No Overcollateralization S-67

S-2

ANNEX A: GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS S-68The Transfer and Servicing Agreements S-68Sale and Assignment of Receivables S-68Accounts S-68Collections S-68Advances S-69Servicing Compensation S-69Net Deposits S-70Optional Purchase S-70Removal of Servicer S-70Duties of the Owner Trustee, the Delaware Trustee and the Indenture Trustee S-70The Owner Trustee, the Delaware Trustee and the Indenture Trustee S-72Fees and Expenses S-72

[THE SWAP AGREEMENT] S-73[Payments Under the Swap Agreement] S-73[Defaults Under Swap Agreement] S-74[Swap Termination Events] S-74[Early Termination of Swap Agreement] S-75[Modification and Amendment of Swap Agreement] S-76[The Swap Counterparty] S-76

LEGAL PROCEEDINGS S-76CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS S-76

Tax Characterization of the Trust S-76Treatment of the Notes as Indebtedness S-77

ERISA CONSIDERATIONS S-77UNDERWRITING S-79

Capital Requirements Directive S-81NOTICE TO CANADIAN RESIDENTS S-81

Resale Restrictions S-81Representations of Purchasers S-82Rights of Action (Ontario Purchasers) S-82Enforcement of Legal Rights S-82Notice to British Columbia Residents S-82Taxation and Eligibility for Investment S-82

LEGAL OPINIONS S-82GLOSSARY S-83

S-3

TABLE OF CONTENTS

PROSPECTUS

Page

Important Notice About Information Presented in This Prospectus and the Accompanying Prospectus Supplement 4Summary of Terms 5Risk Factors 11Defined Terms 21The Sponsor, Originator, Administrator and Servicer 21The Depositor 23The Trustees 24Formation of the Issuing Entities 24Property of the Issuing Entities 25The Receivables 26Use of Proceeds 29Where You Can Find More Information About Your Notes 30Weighted Average Life of the Notes 31Pool Factors and Trading Information 32The Notes 33The Certificates 39Certain Information Regarding the Securities 40Description of the Transfer and Servicing Agreements 54Certain Legal Aspects of the Receivables 72Certain U.S. Federal Income Tax Considerations 82State Tax Considerations 85ERISA Considerations 86Underwriting 86Legal Opinions 86Glossary 88

S-4

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS

Information about the securities is provided in two separate documents that progressively provide increasing levels of detail:

Cross-references are included in this prospectus supplement and in the accompanying prospectus which direct you to more detailed descriptions of a

particular topic. You can also find references to key topics in the Table of Contents beginning on page S-2 in this prospectus supplement and the Table of Contents beginning on page 1 in the accompanying prospectus. The information set forth in Annex A is deemed to be a part of this prospectus supplement and the registration statement of which this prospectus supplement is a part.

Whenever we use words like ‘‘intends,’’ ‘‘anticipates’’ or ‘‘expects’’ or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus supplement speak only as of the date of this prospectus supplement. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus supplement to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events , conditions or circumstances on which we have based any forward-looking statement.

• the accompanying prospectus, which provides general information, some of which may not apply to a particular class of securities, including your class; and

• this prospectus supplement, which describes the specific terms that may apply to your class of notes.

S-5

SUMMARY OF PARTIES TO THE TRANSACTION*

* This chart provides only a simplified overview of the relations between the key parties to the transaction. Refer to this prospectus supplement and the accompanying prospectus for a further description.

S-6

SUMMARY OF MONTHLY DEPOSITS TO AND

WITHDRAWALS FROM ACCOUNTS*

* This chart provides only a simplified overview of the monthly flow of funds. Refer to this prospectus supplement and the accompanying prospectus for a further description.

S-7

SUMMARY OF MONTHLY DISTRIBUTIONS OF AVAILABLE AMOUNTS(1)

(1) For a description of non-recoverable servicer advances, see ‘‘Description of the Transfer and Servicing Agreements—Advances’’ in this prospectus supplement.

S-8

SUMMARY OF TERMS

The following summary contains a brief description of the notes. You will find a detailed description of the terms of the offering of the notes following this summary. You should carefully read this entire document and the accompanying prospectus to understand all of the terms of the offering of the notes. You should consider both documents when making your investment decision. RELEVANT PARTIES

Issuing Entity Honda Auto Receivables 20[__]-[_] Owner Trust, which we refer to as the issuing entity or the trust.

Depositor American Honda Receivables LLC. The depositor’s address and phone number is 20800 Madrona Avenue, Torrance, California 90503; (310) 972-2511.

Sponsor, Originator, Servicer and Administrator American Honda Finance Corporation. The sponsor’s address and phone is 20800 Madrona Avenue, Torrance, California 90503; (310) 972-2288.

All of the receivables are originated by the originator.

Indenture Trustee [______________].

Owner Trustee [______________].

Delaware Trustee [______________]. The Delaware trustee will act in the capacities required under the Delaware Statutory Trust Act.

[Swap Counterparty] [______________].

RELEVANT AGREEMENTS

Indenture The indenture is between the issuing entity and the indenture trustee. The indenture provides for the terms relating to the notes.

Trust Agreement The trust agreement is among the depositor, the owner trustee and the Delaware trustee. The trust agreement governs the creation of the trust and provides for the terms relating to the certificates.

Sale and Servicing Agreement The sale and servicing agreement is among the trust, the servicer and the depositor. The sale and servicing agreement governs the transfer of the receivables by the depositor to the trust and the servicing of the receivables by the servicer.

Administration Agreement The administration agreement is among the administrator, the owner trustee and the indenture trustee. The administration agreement governs the provision of reports by the administrator and the performance by the administrator of other administrative duties for the trust.

S-9

Receivables Purchase Agreement The receivables purchase agreement is between the originator and the depositor. The receivables purchase agreement governs the sale of the receivables by the originator to the depositor.

Control Agreement The control agreement is among the originator, depositor, the trust and the indenture trustee.

[Swap Agreement] [The swap agreement is between the trust and [___________], as swap counterparty. Under the swap agreement, on each payment date the trust is obligated to pay to the swap counterparty amounts equal to interest accrued on a notional amount equal to the outstanding principal balance of each of the class A-[_] notes and class A-[_] notes at a fixed swap rate of [____]% and [____]%, respectively, and the swap counterparty is obligated to pay to the trust interest accrued on each of the class A-[_] notes and class A-[_] notes at the applicable floating rate specified on the cover of this prospectus supplement. Payments (including payment of any termination payment) due under the swap agreement will be made on a net basis between the trust and the swap counterparty.]

RELEVANT DATES

Closing Date Expected to be ________, 20__.

Cutoff Date ________, 20__.

Collection Period The period commencing on the first day of the applicable month (or in the case of the first collection period, the cutoff date) and ending on the last day of the applicable month.

S-10

[Prefunding Period] [On the closing date, $[_____] received from the sale of the notes, which represents approximately [__]% of the asset pool, will be deposited into a segregated prefunding account. From the closing date and on or prior to [______], referred to herein as the prefunding period, the trust will have the ability to purchase additional receivables from the depositor to the extent there are sufficient funds on deposit in the prefunding account and to the extent such additional receivables satisfy certain requirements, as described in this prospectus supplement. To the extent sums on deposit in the prefunding account are not utilized to purchase additional receivables prior to the end of the prefunding period, such amounts will be transferred to the collection account and will become part of available amounts on the n ext payment date.] [Insert any additional limitations on the ability of the issuing entity to acquire additional receivables and the requirements for such additional receivables in accordance with Item 1103(a)(5) and Item 1111(g) of Regulation AB.] [We refer you to “The Notes—Prefunding Period” in this prospectus supplement for more information.]

[Revolving Period] [From the closing date and on or prior to [____], approximately [__]% of the principal collected on the receivables, which represents approximately [__]% of the asset pool, may be applied by the trustee to the acquisition of subsequent receivables, rather than used to distribute payments of principal to securityholders during that period. These securities will possess an interest only period or limited amortization period, referred to herein as a revolving period. Such purchased receivables must satisfy certain requirements, as described in this prospectus supplement.] [Insert any additional limitations on the ability of the issuing entity to acquire additional receivables and the requirements for such additional receivables in accordance with Item 1103(a)(5) and Item 1111(g) of Regulation AB.] [We refer you to “The Notes—Revolving Period” in this prospectus supplement for more information.]

Payment Dates The trust will pay interest and principal on the securities on the [__] day of each month with amounts received from collections on the receivables during the immediately preceding collection period, [less amounts, if any, due to the swap counterparty under the interest rate swap agreement,] and other amounts available for such purpose in the applicable trust accounts. If the [__] day of the month is not a business day, payments on the securities will be made on the next business day. The date that any payment is made is called a payment date. The first payment date is ________, 20__.

Final Scheduled Payment Dates The final principal payment for each class of securities is scheduled to be made on the applicable final scheduled payment date specified on the front cover of this prospectus supplement.

Expected Final Payment Dates The final principal payment for each class of notes is expected to be made on the applicable expected final payment date specified on the front cover of this prospectus supplement. However, due to a variety of factors described herein, there can be no assurance that your class of notes will be paid in full on an earlier or on a later payment date.

We refer you to ‘‘Risk Factors’’ in this prospectus supplement and the accompanying prospectus for discussions of certain of these factors.

Record Date So long as the notes are in book-entry form, the trust will make payments on the notes to the holders of record on the day immediately preceding the payment date. If the notes are issued in definitive form, the record date will be the last day of the month preceding the payment date.

S-11

DESCRIPTION OF THE RECEIVABLES

Receivables The trust’s main source of funds for making payments on the notes will be collections on its retail installment sale contracts executed by an obligor in respect of a financed vehicle, also known as the receivables.

The principal balance of the receivables on the cutoff date was $[____________]. As of the cutoff date, the receivables had the following characteristics:

Number of Receivables [___] Average principal balance $[_____] Range of principal balances $[_____] to $[_____] Weighted average annual percentage rate(1) [_____]% Range of annual percentage rates [_____]% to [_____]% Weighted average original term to maturity(1) [_____] months Range of original terms to maturity [_____] months to [_____]months Weighted average remaining term to maturity(1) [_____] months Range of remaining terms to maturity [_____] months to [_____]months Percentage of aggregate principal balance of Receivables for

New/Used Motor Vehicles [_____]% / [_____]% [Percentage of aggregate principal balance of Receivables for

New/Used Motorcycles] [_____]% / [_____]% Range of FICO Scores(2)(3) [_____] to [_____] Non-zero weighted average FICO score(1)(2)(3) [_____] Geographic Concentration

[state] [_____]% [state] [_____]% [state] [_____]% [state] [_____]%

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO score and the range of FICO scores are calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

The receivables are described in more detail in ‘‘The Receivables’’ in the accompanying prospectus.

We refer you to ‘‘The Receivables’’ in this prospectus supplement for more information on the receivables.

[If any receivable added to the asset pool would be an exception to the underwriting criteria stated in the accompanying prospectus, the nature of such exception and data on the number of such receivable contracts will be included here and under “The Receivables” and “The Receivables—[Exceptions to Underwriting Criteria]” in this pr ospectus supplement.]

S-12

Removal of Pool Assets Breaches of Representations and Warranties. Upon sale to the depositor, the originator will represent and warrant, and upon sale to the trust, the depositor will represent and warrant, among other things, that:

• the information provided in the related schedule of receivables delivered in connection with such sale is true and correct in all material respects;

• at the time of origination of each receivable, the related obligor on each receivable is required to maintain all required insurance covering the related financed vehicle;

• as of the closing date, each of the related receivables is or will be secured by a first priority perfected security interest in favor of the originator in the related financed vehicle;

• as of the cutoff date, no receivable was more than 30 days contractually past due;

• to the best of its knowledge as of the closing date, the related receivables are free and clear of all security interests, liens, charges and encumbrances and no offsets, defenses or counterclaims have been asserted or threatened; and

• each related receivable, at the time it was originated, complied and on the date of sale complies in all material respects with applicable federal and state laws, including, consumer credit, truth-in-lending, equal credit opportunity and disclosure laws.

The depositor is required to repurchase from the trust, and the seller is required to repurchase from the depositor, in turn, any receivable for which a representation or warranty has been breached.

We refer you to ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables’’ in the prospectus.

Breach of Servicer Covenants. The servicer will be required to purchase any receivable: that the servicer permitted to be modified in a manner that could be materially adverse to the trust; for which the servicer extended the term beyond the final maturity date for the latest maturing class of notes; with respect to which all or part of the trust’s lien has been released; or in which the trust’s rights have been impaired.

S-13

DESCRIPTION OF THE SECURITIES

[Exceptions to Underwriting Criteria] [Insert information on the nature of any exceptions made to the underwriting criteria, if any, and provide data regarding the number of such receivables that represent an exception to the underwriting criteria in the asset pool.]

Notes The notes consist of the series 20[__]-[_] class A-1 notes, class A-2 notes, class A-3 notes and class A-4 notes, as described on the cover page.

Securities Not Offered The trust will also issue $[_________] initial principal amount of certificates.

The certificates will represent fractional undivided interests in the trust. Payments of interest on and principal of the certificates are subordinated to the payments of interest on and principal of the notes as described herein.

The certificates are not being offered by this prospectus supplement and initially will be retained by the depositor. Any information in this prospectus supplement regarding the certificates is intended only to give you a better understanding of the notes.

Terms of the Notes In general, noteholders are entitled to receive payments of interest and principal from the trust only to the extent that collections from trust assets and funds resulting from credit enhancements are sufficient to make those payments. Interest and principal collections from trust assets will be divided among the various classes of securities in specified proportions. The trust will pay interest and principal to noteholders of record as of the preceding record date.

Interest:

The class A-1 notes and class A-[_] notes will accrue interest at a fixed rate. The class A-[_] notes and class A-[_] notes will accrue interest at a floating rate. The interest rate for each class of notes is set forth on the front cover of this prospectus supplement.

The class A-1 notes, class A-[_] notes and class A-[_] notes will accrue interest on an actual/360 basis from (and including) the previous payment date to (but excluding) the related payment date, except that the first interest accrual period will be from (and including) the closing date to (but excluding) _________, 20__. This means that the interest due on each payment date will be the product of:

S-14

• the outstanding principal balance of the related class of notes,

• the applicable interest rate, and

• the actual number of days since the previous payment date (or, in the case of the first payment date, since the closing date) divided by 360.

[For the initial accrual period of the class A-[_] notes and class A-[_] notes, one-month LIBOR will be determined by the administrator as of the second LIBOR business day prior to the closing date, as described under the heading “Certain Information Regarding the Securities—Floating Rate Securities” in the accompanying prospectus.] The class A-[_] notes will accrue interest on a 30/360 basis from (and including) the [__] day of each calendar month to (but excluding) the [__] day of the succeeding calendar month except that the first interest accrual period will be from (and including) the closing date to (but excluding) _________, 20__. This means that the interest due on each payment date will be the product of:

• the outstanding principal balance of the related class of notes,

• the applicable interest rate, and

• 30 (or, in the case of the first payment date, [__]) divided by 360.

Each class of notes will be entitled to interest at the same level of priority with all other classes of notes, [together with certain swap termination payments owed to the swap counterparty]. If noteholders of any class do not receive all interest owed to them on a payment date, the trust will make payments of interest on later payment dates to make up the shortfall together with interest on those amounts, to the extent funds from specified sources are available to cover the shortfall.

Principal:

Amounts allocated to the notes: Principal on the notes will be payable generally in an amount equal to the noteholders’ percentage of the sum of the following amounts referred to as the principal distributable amount:

1. principal collections on the receivables during the prior calendar month;

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2. any prepayments (full or partial) on the receivables allocable to principal received during the prior calendar month;

3. the principal balance of each receivable which the depositor or the originator repurchased with respect to the prior calendar month; and

4. the principal balance of receivables that became defaulted receivables during the prior calendar month.

The noteholders’ percentage of the principal distributable amount, plus any unpaid amounts from prior payment dates, is referred to as the noteholders’ principal distributable amount. The certificateholders' percentage of the principal distributable amount, plus any unpaid amounts from prior payments dates, is referred to as the certificateholders' principal distributable amount. The sum of the noteholders' principal distributable amount and the certificateholders' principal distributable amount shall equal the principal distributable amount.

Principal payments on the notes as described above will be made from all available amounts after the servicing fee, non-recoverable advances, [net swap payments due to the swap counterparty], [senior termination payments due to the swap counterparty], and other trust fees, expenses and indemnities (which, with respect to trust fees, expenses and indemnities, shall not exceed $[______] per annum as long as any of the notes are outstanding and no event of default has occurred) have been paid and after payment of interest on the notes.

We refer you above to ‘‘Summary of Monthly Distributions of Available Amounts’’ for a schematic diagram of the distribution of available amounts.

The noteholders’ percentage of the principal distributable amount will equal 100% until the aggregate principal amount of the notes has been paid in full. After the principal amount of the notes has been paid in full, the noteholders’ percentage will be zero.

Order of payment among classes: Generally, no principal payments will be made (1) on the class A-2 notes until the class A-1 notes have been paid in full; (2) on the class A-3 notes until the class A-1 and the class A-2 notes have been paid in full; and (3) on the class A-4 notes until the class A-1 notes, the class A-2 notes and the class A-3 notes have been paid in full.

Changes in payment priority upon acceleration of notes: Upon the acceleration of the notes following an event of default under the Indenture, principal payments will be made first to the holders of the class A-1 notes until they have been paid in full. After the class A-1 notes have been paid in full, principal payments will be made to the class A-2 notes, the class A-3 notes and the class A-4 notes on a pro rata basis based on the outstanding principal balance of those classes of notes until they have been paid in full. After all classes of notes have been paid in full, principal payments will be made on the certificates until the certificates have been paid in full. In general, events of default are limited to events occurring in connection with:

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• a default for five days or more in the payment of any interest on any of the notes when the same becomes due and payable;

• a default in the payment of the principal of or any installment of the principal of any of the notes when the same becomes due and payable on the maturity date thereof;

• a default in the observance or performance of any covenant or agreement by the issuer made in the related indenture and the continuation of the default beyond the 30 day grace period;

• any representation or warranty by the issuer is incorrect in a material respect as of the time made, and the breach not having been cured within the 30 day grace period; and

• events of bankruptcy, insolvency, receivership or liquidation of the trust.

We refer you to ‘‘The Notes—The Indenture—Events of Default; Rights Upon Event of Default’’ in the accompanying prospectus for a more detailed discussion of events of default.

Upon an event of default, the holders of a majority of the aggregate outstanding amount of the notes may accelerate the notes to become immediately due and payable. Also, upon an event of default, the indenture trustee may liquidate or sell the assets of the trust provided that:

• the proceeds of the sale or liquidation of the trust assets would be sufficient to repay all noteholders and certificateholders in full [and to repay amounts owed to the swap counterparty]; or

• 100% of the noteholders [and the swap counterparty] consent to such sale or liquidation; or

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• the indenture trustee has determined that the assets of the trust will be insufficient to continue to make all required payments of principal and interest on the notes and certificates when due and payable [and to pay amounts due to the swap counterparty], and 100% of the aggregate outstanding amount of notes [and the swap counterparty] consent to such sale or liquidation.

Final scheduled payment dates: The trust must pay the outstanding principal balance of each class of notes by its final scheduled payment date as specified on the cover page of this prospectus supplement. We expect, but cannot assure you, that each class of notes will be paid in full on a payment date that will occur approximately on the expected final payment date shown on the cover page of this prospectus supplement.

We refer you to ‘‘The Notes—Payments of Principal’’ in this prospectus supplement for more detailed information regarding payments of principal on the notes.

Minimum Denominations, Registration, Clearance and Settlement

The notes of each class shall be issued in U.S. Dollars in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The notes will be issued in book-entry form and will be registered in the name of Cede & Co., as the nominee of The Depository Trust Company, the clearing agency.

Optional Purchase The servicer may cause the trust to redeem any outstanding securities by means of a purchase of all remaining receivables when the outstanding aggregate principal balance of the receivables declines to [10]% or less of the initial aggregate principal balance of the receivables as of the cutoff date.

We refer you to ‘‘Description of the Transfer and Servicing Agreements—Optional Purchase’’ in this prospectus supplement for more detailed information.

Credit Enhancement Credit enhancement is intended to protect you against losses and delays in payments on your securities by absorbing losses on the receivables and other shortfalls in cash flows. The available credit enhancement is limited. The amount of principal required to be paid to noteholders under the indenture will generally be limited to amounts available to be deposited in the collection account, including available credit enhancement. However, the failure to pay any principal on any class of notes generally will not result in the occurrence of an event of default until the final scheduled payment date for that class of notes. The credit enhancement for the notes will include excess interest on the receivables, the subordination of the certificates, the reserve fund and the yield supplement account.

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Certificates:

The certificates have an initial principal balance of $[_________] and represent approximately [__]% of the initial principal balance of all the notes and the certificates.

The certificates will be subordinated in priority of payment to all classes of notes. The certificates will not receive any interest or principal distributions on any payment date until all of the principal and interest owing on the notes on that payment date have been paid in full.

Reserve Fund:

On each payment date, the trust will use funds in the reserve fund to cover shortfalls in payments of interest and principal required to be paid on the notes and the certificates.

On the closing date, the depositor will cause to be deposited $[_________] into the reserve fund, which is [___]% of the initial aggregate principal balance of the receivables as of the cutoff date. On each payment date, after making required payments to the servicer, to the trustees, [to the swap counterparty,] to the noteholders and to the certificateholders, the trust will make a deposit into the reserve fund to the extent necessary to maintain the amount on deposit in the reserve fund at a specified balance.

For more detailed information about the reserve fund, we refer you to ‘‘Credit Enhancement—Reserve Fund’’ and the definition of ‘‘Specified Reserve Fund Balance’’ contained in the Glossary to this prospectus supplement.

Yield Supplement Account:

On the closing date, the depositor will cause to be deposited $[__________] into the yield supplement account. Neither the depositor nor the servicer will make any additional deposits to the yield supplement account after the closing date.

On or before each payment date, the indenture trustee will withdraw from funds on deposit in the yield supplement account and deposit in the collection account the aggregate amount by which (1) one month’s interest on the principal balance of each discount receivable (other than a discount receivable that is a defaulted receivable) at a rate equal to [___]% exceeds (2) one month’s interest on the principal balance of each such discount receivable at the annual percentage rate of that receivable. In addition, the indenture trustee will withdraw from the yield supplement account and deposit in the collection account amounts on deposit in the yield supplement account in excess of the amount required to be on deposit therein. Discount receivables are those receivables that have interest rates which are less than [___]%.

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For detailed information about the yield supplement account, we refer you to ‘‘Credit Enhancement—Yield Supplement Account’’ in this prospectus supplement.

Excess Interest:

The depositor is entitled to receive payments of interest collected on the receivables which are not used by the trust to make other required payments. Any excess interest released from the collection account to the depositor will no longer be available to securityholders on any later payment date. The depositor’s right to receive this excess interest is subordinated to the payment of servicing, [the swap counterparty] and other trust fees, expenses and indemnities (which, with respect to trust fees, expenses and indemnities, shall not exceed $[______] per annum as long as any of the notes are outstanding and no event of default has occurred), the payment of nonrecoverable advances, the payment of interest and principal on the notes, the payment of principal and interest, if any, on the certificates and the funding of the reserve fu nd. To the extent there are losses on the receivables, excess interest (to the extent available) will be used to offset these losses on the related payment date prior to any amounts being withdrawn from the reserve fund.

[Swap Counterparty] [[____] will be the swap counterparty under the [____]. The swap counterparty is a [____] and is involved in the business of [____]. The swap counterparty under the [interest rate swap agreement] provides protection against losses due to interest rate fluctuations.]

[Interest Rate Swap Agreement] [Because the interest rate on the class A-[_] notes and class A-[_] notes will be floating while the receivables are fixed rate obligations, the trust will enter into an interest rate swap agreement with [___________], as the swap counterparty, to mitigate the risk associated with an increase in the floating interest rates of the class A-[_] notes and class A-[_] notes. Under the interest rate swap agreement, on each payment date, the trust will be obligated to pay to the swap counterparty an amount equal to interest accrued on a notional amount equal to the outstanding principal balance of each of the class A-[_] notes and class A-[_] notes multiplied by a fixed rate of interest equal to [____]% per annum and [____]% per annum, respectively, and the swap counterparty will be obligated to pay to the trust interest accrued on the outstandi ng principal balance of each of the class A-[_] notes and class A-[_] notes at their respective floating rate of interest set forth on the cover page of this prospectus supplement. Payments will be made on a net basis between the trust and the swap counterparty.]

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[If the swap counterparty’s long-term or short-term ratings cease to be at the levels required by the applicable Rating Agencies, the swap counterparty will be obligated to post collateral or establish other arrangements satisfactory to those rating agencies to secure its obligations under the interest rate swap agreement, arrange for an eligible substitute swap counterparty satisfactory to the trust or perform a combination of the aforementioned actions.] [Certain events that would cause termination of the swap agreement would also cause the trust to be obligated to make a swap termination payment to the swap counterparty (the amount of which the trust cannot estimate at the date of this prospectus supplement, but which may be significant). Certain of these swap termination payments owed to the swap counterparty could reduce the amounts available to be paid to all noteholders following a swap termination. In this event, holders of the notes may suffer a loss. For additional information about the swap agreement, we refer you to ‘‘The Swap Agreement’’ in this prospectus supplement.] [Any amounts received under the interest rate swap agreement will be a source for interest payments on the class A-[_] notes and class A-[_] notes.] [Insert any additional information on the interest rate swap agreement in accordance with Item 1103(a)(3)(ix), Item 1114 and Item 1115 of Regulation AB, as applicable.]

Servicer Compensation As compensation for its roles as servicer and administrator, American Honda Finance Corporation will be entitled to a monthly servicing fee payable on each payment date, equal to the product of the aggregate principal balance of the receivables as of the first day of the related collection period multiplied by a servicing fee rate equal to 1.00% per annum. In addition, as additional servicing compensation, the servicer will be entitled to retain all investment earnings on amounts on deposit in the trust accounts, and other fees, expenses and charges received from obligors on the receivables. The servicing fee will be payable on each payment date prior to any other distributions.

For more detailed information about additional servicing compensation, we refer you to ‘‘Description of the Transfer and Servicing Agreements—Servicing Compensation’’ in this prospectus supplement.

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Advances Under certain circumstances, the servicer will be obligated to advance amounts to the trust for shortfalls in scheduled payments of interest on the receivables received from obligors, in an amount equal to (1) the product of the principal balance of each receivable as of the first day of the related collection period and one-twelfth of its APR, minus (2) the amount of interest actually received from the obligor, if less. To the extent the servicer determines that any such advance has become non-recoverable, it will be paid to the servicer on the related payment date at the same level of payment priority as the applicable servicing fee due on such payment date and prior to all other distributions to be made on such payment date.

Trustee Fees and Expenses Each trustee will be entitled to a fee (and will be entitled to be reimbursed for all costs, expenses and indemnities incurred (including its counsel's fees and expenses)) in connection with the performance of its respective duties.

• The indenture trustee will be entitled to an annual fee equal to $[_____].

• The owner trustee will be entitled to an annual fee equal to $[_____].

• The Delaware trustee will be entitled to a fee equal to $[____].

Such trustee fees (and associated costs, expenses and indemnities) will be paid directly by the administrator. To the extent not paid by the administrator, such trustee fees, expenses and indemnities are payable by the trust on each payment date after the servicing fees are paid on that date and prior to any distributions to noteholders; provided that, such trustee fees, expenses and indemnities so paid shall not exceed an aggregate amount per annum equal to $[______] while notes remain outstanding, so long as an event of default has not occurred. Any additional amounts owed to the trustees will be payable only after all amounts owed to noteholders have been distributed on the related payment date.

Tax Status Subject to important considerations described in this prospectus supplement and the accompanying prospectus, Bingham McCutchen LLP, tax counsel to the trust, will deliver its opinion that:

• the notes owned by parties unrelated to the depositor will be characterized as debt for federal income tax purposes; and

• the trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for federal income and California state franchise and income tax purposes.

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If you purchase the notes, you will be deemed to have agreed to treat the notes as debt.

We refer you to ‘‘Certain U.S. Federal Income Tax Considerations’’ in this prospectus supplement and in the accompanying prospectus.

ERISA Considerations The notes may be purchased by employee benefit plans and individual retirement accounts unrelated to the depositor, subject to those considerations discussed under ‘‘ERISA Considerations’’ in this prospectus supplement and in the accompanying prospectus.

We refer you to ‘‘ERISA Considerations’’ in this prospectus supplement and in the accompanying prospectus. If you are a benefit plan fiduciary considering the purchase of the notes you should, among other things, consult with your counsel in determining whether all required conditions have been satisfied.

Eligibility for Purchase by Money Market Funds

The class A-1 notes will be eligible for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, some of which have recently been amended, including additional requirements relating to portfolio maturity, liquidity and risk diversification. A money market fund should consult its legal advisers regarding the eligibility of such notes under Rule 2a-7 and any other applicable legal requirement and whether an investment in such notes satisfies such fund’s rating requirements investment policies and objectives.

Ratings The depositor expects that the notes will receive credit ratings from two or more nationally recognized statistical rating organizations hired by the sponsor to rate the notes. The ratings of the notes will address the likelihood of payment of principal and interest on the notes according to their terms. Each rating agency rating the notes will monitor the ratings using its normal surveillance procedures. Any rating agency may change or withdraw an assigned rating at any time. Any rating action taken by one rating agency may not necessarily be taken by the other rating agency. None of the sponsor, depositor, servicer, administrator, indenture trustee, owner trustee, the underwriters or any of their affiliates will be required to monitor any changes to the ratings of the notes.

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[The ratings of the notes take into account the provisions of the swap agreement and the ratings currently assigned to the debt obligations of the swap counterparty. A downgrade, suspension or withdrawal of any rating of the debt of the swap counterparty may result in the downgrade, suspension or withdrawal of the rating assigned to any class of notes. For more specific information concerning risks associated with the swap agreement, see “Risk Factors— Potential termination of the swap agreement presents swap counterparty risk” in this prospectus supplement and “Risk Factors” in the accompanying prospectus.]

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RISK FACTORS

You should consider the following risk factors (and the factors set forth under ‘‘Risk Factors’’ in the accompanying prospectus) in deciding whether to

purchase the securities of any class.

Because the trust has limited assets, there is only limited protection against potential losses.

The assets of the trust are the only source of funds for payments on the securities. The securities are not obligations of, and will not be insured or guaranteed by, any governmental agency or the depositor, the sponsor, the originator, the servicer, any trustee or any of their affiliates. You must rely solely on payments on the receivables, [payments by the swap counterparty to the trust] and amounts on deposit in the reserve fund and the yield supplement account for payments on the notes. Although funds in the reserve fund will be available to cover shortfalls in payments of interest and principal on each payment date, the amounts deposited in the reserve fund and the yield supplement account will be limited. No additional deposits will be made into the yield supplement account after the deposit on the closing date and the amount on dep osit in the yield supplement account will decrease over time as required withdrawals are made on each payment date. If the entire reserve fund account has been used, the trust will depend solely on current collections on the receivables [and payments by the swap counterparty to the trust] to make payments on the notes and certificates. Any excess amounts released from the reserve fund to the depositor will no longer be available to securityholders on any later payment date. We refer you to ‘‘Credit Enhancement—Reserve Fund’’ in this prospectus supplement.

Payment priorities increase risk of loss or delay in payment to certain notes.

Classes of notes that receive principal payments before other classes will be repaid more rapidly than the other classes. In addition, because principal of each class of notes will be paid sequentially, classes of notes that have higher sequential numerical class designations will be outstanding longer and therefore will be exposed to the risk of losses on the receivables during periods after other classes have been receiving most or all amounts payable on their notes, and after which a disproportionate amount of credit enhancement may have been applied and not replenished.

As a result, the yields of the class A-2, class A-3 and class A-4 notes will be relatively more sensitive to losses on the receivables and the timing of such losses. If the actual rate and amount of losses exceed your expectations, and if amounts in the reserve fund are insufficient to cover the resulting shortfalls, the yield to maturity on your notes may be lower than anticipated, and you could suffer a loss.

Classes of notes that receive payments earlier than expected are exposed to greater reinvestment risk and classes of notes that receive principal later than expected are exposed to greater risk of loss. In either case, the yields on your notes could be materially and adversely affected.

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Upon the occurrence of an event of default and acceleration of the notes, principal payments will be made first on the class A-1 notes until the class A-1 notes have been paid in full, and thereafter on the class A-2 notes, class A-3 notes and class A-4 notes pro rata based on the outstanding principal balance of those classes of notes until they have been paid in full. Consequently, even after an event of default and acceleration of all the notes, the class A-2 noteholders, class A-3 noteholders and class A-4 noteholders will not receive payments on principal until the class A-1 notes have been paid in full.

The geographic concentration of the obligors and performance of the receivables may increase the risk of loss on your investment.

Economic conditions in the states where obligors reside may affect delinquencies, losses and prepayments on the receivables. Economic conditions that may affect payments on the receivables include:

• unemployment,

• interest rates, or

• consumer perceptions of the economy.

If a large number of obligors are located in a particular state, the economic conditions in that state could increase the delinquency, credit loss or repossession experience of the receivables. If there is a concentration of obligors and receivables in particular states, any adverse economic conditions in those states may affect the performance of the securities more than if this concentration did not exist.

As of the cutoff date, American Honda Finance Corporation’s records indicate that the billing addresses of the originating dealers of the receivables in the initial pool were concentrated in the following states:

State

Percentage of Initial Pool Balance

[state] [___]% [state] [___]% [state] [___]% [state] [___]%

No other state, by billing address, constituted more than [5]% of the aggregate principal balance of the receivables in the initial pool as of the cutoff date.

For a discussion of the breakdown of the receivables by state, we refer you to ‘‘The Receivables’’ in this prospectus supplement.

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The return on your notes could be reduced by shortfalls due to the Servicemembers Civil Relief Act.

The Servicemembers Civil Relief Act, as amended, or the Relief Act, provides relief to obligors who enter active military service and to obligors in reserve status who are called to active duty after the origination of their receivables. Recent world events have resulted in certain military operations by the United States, and the United States continues to be on alert for potential terrorist attacks. These military operations may increase the number of obligors who are in active military service, including persons in reserve status who have been called or will be called to active duty. The Relief Act provides, generally, that an obligor who is covered by the Relief Act may not be charged interest on the related receivable in excess of 6% per annum during the period of the obligor’s active duty. These shortfalls are not required to be paid by the obligor at any future time. The servicer is not required to advance these shortfalls as delinquent payments, and such shortfalls are not covered by any form of credit enhancement on the notes. In the event that there are not sufficient available funds to off-set interest shortfalls on the receivables due to the application of the Relief Act or similar legislation or regulations, a noteholders’ interest carryover shortfall will result. Such noteholders’ interest carryover shortfalls will be paid in subsequent periods, to the extent of available funds, before payments of principal are made on the notes and might result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement.

The Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a receivable during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the related obligor’s military service. As a result, there may be delays in payment and increased losses on the receivables. Those delays and increased losses will be borne primarily by the certificates, but if such losses are greater than anticipated, you may suffer a loss.

We do not know how many receivables have been or may be affected by the application of the Relief Act.

Prepayments on receivables may cause early repayments on the notes, which may result in reinvestment risk to you.

You may receive payment of principal on your notes earlier than you expected. If that happens, you may not be able to reinvest the principal you receive at a rate as high as the rate on your notes. Prepayments on the receivables will shorten the life of the notes to an extent that cannot be predicted.

Prepayments may occur for a number of reasons. Some prepayments may be caused or influenced by a variety of economic, social and other factors because obligors may:

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• make early payments, since receivables will generally be prepayable at any time without penalty;

• default, resulting in the repossession and sale of the financed vehicle;

• become unable to pay due to death or disability, resulting in payments to the trust under any existing physical damage, credit life or other insurance; or

• sell their vehicles or be delinquent or default on their receivables as a result of a manufacturer recall.

Prepayments may also occur due to the damage or destruction of a vehicle in which case insurance proceeds may be used to repay all or a portion of the amount outstanding on the related receivable. Some prepayments may be caused by the depositor or the servicer. For example, the depositor will make representations and warranties regarding the receivables, and the servicer will agree to take or refrain from taking certain actions with respect to the receivables. If the depositor or the servicer breaches a representation or warranty and the breach is material and cannot be remedied, it will be required to purchase the affected receivables from the trust. This will result, in effect, in the prepayment of the purchased receivables. In addition, the servicer has the option to purchase the receivables from the trust when the total outstanding principal balance of the receivables is 10% or less of the total outstanding principal balance of the receivables as of the cutoff date. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors. The depositor cannot predict the actual prepayment rates for the receivables. The depositor, however, believes that the actual rate of prepayments will result in the weighted average life of the receivables being shorter than the period from the closing date to the final scheduled maturity date for the related class of notes. If this is the case, the weighted average life of each class of notes will be correspondingly shorter.

[Potential termination of the swap agreement presents swap counterparty risk.]

[General. The trust is obligated to make payments of interest accrued on the class A-[_] notes and class A-[_] notes at their respective floating interest rates, but the receivables that are assets of the trust bear interest at fixed rates. The trust will enter into a swap agreement with [_________] as the swap counterparty to enable the trust to issue notes bearing interest at a floating rate. On each payment date, the trust will owe the swap counterparty the amount of interest deemed to accrue on a notional amount equal to the outstanding principal balance of each of the class A-[_] notes and class A-[_] notes at an annualized fixed swap rate of [___]% and [___]%, respectively, and the swap counterparty will owe the trust the amount of interest that accrued on each of the class A-[_] notes and c lass A-[_] notes at their respective annualized floating rates of interest. Payments under the swap agreement will be made on a net basis between the trust and the swap counterparty. For a description of the key provisions of the swap agreement, see “The Swap Agreement” in this prospectus supplement.]

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[Swap Counterparty Risk; Performance and Ratings Risks. The amounts available to the trust to pay interest and principal of all classes of notes depend in part on the operation of the swap agreement and the performance by the swap counterparty of its obligations under the swap agreement. The ratings of all of the notes take into account the provisions of the swap agreement and the ratings currently assigned to the swap counterparty’s debt obligations.] [During those periods in which the floating one-month LIBOR-based rates payable on the class A-[_] notes and class A-[_] notes are substantially greater than the amount payable by the trust to the swap counterparty, the trust will be more dependent on receiving payments from the swap counterparty in order to make payments on the notes. If the swap counterparty fails to pay the net amount due, the amount of credit enhancement available in the current or any future period may be reduced and you may experience delays and/or reductions in the interest and principal payments on your notes. On the other hand, during those periods in which the amounts payable by the swap counterparty are less than the amounts payable by the trust under the swap agreement, the trust will be obligated to make paymen ts to the swap counterparty. The swap counterparty will have a claim on the assets of the trust for the net swap payment and other amounts due to the swap counterparty from the trust. The swap counterparty’s claim for net swap payments will be higher in priority than payments on the notes. On any payment date, if there are not enough funds available from collections or advances to pay all of the trust’s obligations for that payment date, the swap counterparty will receive payment of the net amount due to it under the swap agreement prior to payment of interest on your notes. Interest on your notes will be paid on a pari passu basis with senior swap termination payments payable to the swap counterparty. If there is a shortage of funds available on any payment date, you may experience delays and/or reductions in interest and principal payments on your notes.]

[[______] currently rates [_________] long-term debt as “[__]” and its short-term debt as “[__].” The outlook is stable. [____] rates [_____] long-term debt as “[__]” and its short-term debt as “[__].” The outlook is stable. Further information with respect to such ratings may be obtained from the Rating Agencies. No assurances can be given that the current ratings of [______] instruments will be maintained.]

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[A downgrade, suspension or withdrawal of any rating of the debt of the swap counterparty by a rating agency may result in the downgrade, suspension or withdrawal of the rating assigned by such rating agency to any class (or all classes) of notes. A downgrade, suspension or withdrawal of the rating assigned by a rating agency to a class of notes would likely have adverse consequences on the liquidity or market value of those notes.] [Upon a downgrade of the rating of the swap counterparty to levels unacceptable to the rating agencies, the swap counterparty may be required to assign the swap agreement to another party, obtain a replacement swap agreement on substantially the same terms as the swap agreement or collateralize its obligations under the swap agreement. If the swap counterparty fails to do so, it is likely that the ratings on your notes will be downgraded.] [Investors should make their own determinations as to the likelihood of performance by the swap counterparty of its obligations under the swap agreement.] [Early Termination May Affect Weighted Average Life and Yield. Certain events (including some that are not within the control of the trust or the swap counterparty) may cause the termination of the swap agreement. Certain of these events will not cause a termination of the swap agreement unless holders of at least 66 2/3% of the outstanding principal balance of the notes, voting as a single class (excluding for such purposes the outstanding principal amount of any notes held of record or beneficially owned by American Honda Receivables LLC, American Honda Finance Corporation or any of their affiliates), vote to instruct the indenture trustee (as assignee of the rights of the owner trustee) to terminate the swap agreement. The holders of any class of notes may not have sufficient voting interests to cause or to prevent a termination of the swap agreement .] [Risk of Loss Upon Termination. If the swap agreement is terminated, the trust may be obligated to make a swap termination payment to the swap counterparty in an amount that the trust cannot now estimate. Certain of these swap termination payments paid by the trust may reduce the amounts available to be paid to noteholders.]

Withdrawal or downgrading of the initial ratings of the notes, or the issuance of unsolicited ratings on the notes, will affect the prices for the notes upon resale.

A security rating is not a recommendation to buy, sell or hold securities. Similar ratings on different types of securities do not necessarily mean the same thing. A rating agency may change its rating of the notes after the notes are issued if that rating agency believes that circumstances have changed. There can be no assurance that the receivables and/or notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change in circumstances, deterioration in the performance of the receivables, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have an obligation to replace or supplement any credit enhancement or take any other action to maintain any ratings. Any subsequent change in a rating will likely affect the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.

•

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There may be a conflict of interest because the sponsor has hired two or more rating agencies and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under newly effective SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each qualified NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the un derwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus supplement. NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. Investors in the notes should consult with their legal counsel regarding the effect of the issuance of a rating by a non-hired NRSRO that is lower than the ratings disclosed in this prospectus supplement. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. None of the sponsor, depositor, servicer, administrator, indenture trustee, owner trustee, the underwriters or any of their affiliates will be required to monitor any changes to the ratings on the notes. Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

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Potential rating agency conflict of interest and regulatory scrutiny.

Additionally, we note that it may be perceived that the rating agencies have a conflict of interest that may have affected the ratings assigned to the notes where, as is the industry standard and the case with the ratings of the notes, the sponsor, or the issuing entity pays the fees charged by the rating agencies for their rating services. Furthermore, the rating agencies have been and may continue to be under scrutiny by federal and state legislative and regulatory bodies for their roles in the recent financial crisis and such scrutiny and any actions such legislative and regulatory bodies may take as a result thereof may also have an adverse effect on the price that a subsequent purchaser would be willing to pay for the notes and your ability to resell your notes.

Federal financial regulatory legislation could have an adverse effect on American Honda Finance Corporation, the depositor and the issuing entity, which could result in losses or delays in payments on your notes.

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which generally took effect on July 22, 2010, except that many provisions will not take effect for a year or more and many will require implementing regulations to be issued. The Dodd-Frank Act, amongst other things:

• creates the Bureau of Consumer Financial Protection (“BCFP”), a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services;

• creates a new framework for the regulation of over-the-counter derivatives activities; • strengthens the regulatory oversight of securities and capital markets activities by the

SEC; and • creates a liquidation framework for the resolution of bank holding companies and other

non-bank financial companies defined as “covered financial companies.”

The Dodd-Frank Act affects the offering, marketing and regulation of consumer financial products and services offered by financial institutions, which may include American Honda Finance Corporation (“AHFC”). The BCFP will have supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions, including the ability to define and regulate unfair and deceptive practices. This may result in increased cost of operations due to greater regulatory oversight, supervision and examination and limitations on AHFC’s ability to expand product and service offerings due to stricter consumer protection laws and regulations.

The Dodd-Frank Act increases the regulation of the securitization markets. For example, it will require securitizers or originators to retain an economic interest in a portion of the credit risk for any asset that they securitize or originate. It will also give broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

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Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC or BCFP may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as AHFC. Until implementing regulations are issued, no assurance can be given that these new requirements imposed by the Dodd-Frank Act will not have a significant impact on the servicing of the receivables, on the regulation and supervision of AHFC, the servicer, the sponsor, the originator, the depositor, the issuing entity or their respective affiliates. Additionally, no assurances can be given that the liquidation framework for the resolution of “covered financial companies” would not apply to AHFC or its affiliates, including the depositor and the issuing entity. See “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—Potenial Applicability to AHFC, the Depositor and the Trust” in the accompanying prospectus. If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed receiver of AHFC, the depositor or the issuing entity under the Orderly Liquidation Authority provisions (“OLA”) of the Dodd-Frank Act, the FDIC could repudiate contracts deemed burdensome to the estate, including secured debt. AHFC has structured the transfer of the receivables to the depositor as a valid and perfected sale under applicable state law and under the Bankruptcy Code to mitigate the risk of the recharacterization of the sale as a security interest to secure debt of AHFC. Any attempt by the FDIC to recharacterize the transfer of the receivables as a security interest to secure debt that the FDIC then repudiates would cause delays in payments or losses on the notes. In addition, if the issuing entit y were to become subject to the OLA, the FDIC may repudiate the debt of an issuing entity and the noteholders would have a secured claim in the receivership of the issuing entity. Also, if the issuing entity were subject to OLA, noteholders would not be permitted to accelerate the debt, exercise remedies against the collateral or replace the servicer without the FDIC’s consent for 90 days after the receiver is appointed. As a result of any of these events, delays in payments on the notes would occur and possible reductions in the amount of those payments could occur. See “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—FDIC’s Repudiation Power Under the OLA” in the accompanying prospectus.

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In addition, and also assuming that the FDIC were appointed receiver of AHFC, the depositor or the issuing entity under the OLA, the FDIC could avoid transfers of receivables that are deemed “preferential”. Under one potential interpretation of the OLA, the FDIC could avoid AHFC’s transfer of receivables to the depositor perfected merely by the filing of a UCC financing statement. If the transfer were voided as a preference under the OLA, noteholders would have only an unsecured claim in the receivership for the purchase price of the receivables. Although the Acting General Counsel of the FDIC has issued an advisory opinion to the effect that the preference provisions of the OLA should be interpreted in a manner consistent with those of the Bankruptcy Code, the advisory opinion does not b ind the FDIC or its Board of Directors. The advisory opinion also states, however, that the Acting General Counsel will recommend that the FDIC Board of Directors adopt regulations to the same effect. See “Certain Legal Aspects of the Receivables—Dodd-Frank Act Orderly Liquidation Authority Provisions—FDIC’s Avoidance Power Under the OLA” in the accompanying prospectus.

Recent economic developments may adversely affect the performance and market value of your notes.

Recently, the United States has experienced a period of economic slowdown and a recession that may adversely affect the performance and market value of your notes. This period has been accompanied by decreased consumer demand for automobiles. Rising unemployment, decreases in home values and the lack of availability of credit may lead to increased default rates. Significant increases in the inventory of used automobiles during periods of economic recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. See “Delinquencies, Repossessions and Loan Loss Information” and “Static Pools” in this prospectus supplement for delinquency and loss information regarding certain automobile loans originated and serviced by American Honda Finance Corporation.

High energy prices may adversely affect the trust’s ability to make payments on the notes.

Increases in the cost of crude oil may cause higher energy and fuel costs. These higher energy and fuel prices could reduce the amount of money that the affected obligors have available to make monthly payments. Higher energy costs could also cause business disruptions, which could cause unemployment and an economic downturn. Such obligors could potentially become delinquent in making monthly payments or default if they were unable to make payments due to increased energy or fuel bills or unemployment. The trust’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.

You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market.

Recent and continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government bailout programs for financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, and the lowering of ratings on certain asset-backed securities, have caused a significant reduction in liquidity in the secondary market for asset-backed securities. This period of illiquidity may continue, and even worsen, and may adversely affect the market value of your notes. As a resu lt, you may be unable to obtain the price that you wish to receive for your notes or you may suffer a loss on your investment.

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The notes will not be listed on any securities exchange. Therefore, to sell your notes, you must first locate a willing purchaser. The underwriters may, but are not obligated to, provide a secondary market for the notes and even if the underwriters make a market in the notes, the underwriters may stop making offers at any time. In addition, the current period of general market illiquidity may continue or even worsen and may adversely affect your ability to locate a willing purchaser. Accordingly, you may not be able to sell your notes when you want to do so or you may be unable to obtain the price that you wish to receive for your notes and, as a result, you may suffer a loss on your investment.

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DEFINED TERMS

In later sections, we use a few terms that we define either immediately surrounding the first use of such term or within the text or in the glossary at the end of this prospectus supplement. These terms appear in bold face on their first use.

THE ISSUING ENTITY General

The issuing entity is Honda Auto Receivables 20[__]-[_] Owner Trust (which we refer to as the issuing entity or the trust) which is a Delaware statutory trust that was formed pursuant to the trust agreement among American Honda Receivables LLC (which we refer to as the depositor), [______], as owner trustee (which we refer to as the owner trustee) and [_________], as Delaware trustee (which we refer to in such capacity as the Delaware trustee). After its formation, the trust will not engage in any activity other than:

Any amendment to the trust agreement to amend, supplement or modify these permitted activities, or otherwise make any modification that would

materially and adversely affect the noteholders, would require the consent of the holders of not less than a majority of the aggregate outstanding principal balance of the notes.

The trust may not issue securities other than the notes and certificates. Except for the notes, the trust is also prohibited pursuant to the indenture from borrowing money or making loans to any other person.

[In addition to the property of the trust as described in the accompanying base prospectus under the caption “Property of the Issuing Entities,” the property of the trust will also include rights under the Swap Agreement and payments made by the Swap Counterparty under the Swap Agreement.]

[The trust will be liable for payments to the Swap Counterparty as described under “The Swap Agreement.”]

On the date of issuance of the notes, which will occur on or about [______, 20__] (which we refer to in this prospectus supplement as the ‘‘Closing Date’’), the trust will be capitalized with an amount equal to the certificate balance as of the Closing Date, equal to $[________] (which we refer to in this prospectus supplement as the ‘‘Initial Certificate Balance’’), excluding amounts deposited in the reserve fund. The certificates will initially be retained by the depositor. The net proceeds from the sale of the notes will be applied by the trust to purchase the Receivables from the depositor pursuant to the sale and servicing agreement among the trust, the servicer and the depos itor and to fund the reserve fund and the yield supplement account.

The sponsor of the transaction, American Honda Finance Corporation (which we sometimes refer to in this capacity as AHFC or the sponsor) will be appointed to act as the servicer of the Receivables (and which we sometimes refer to in such capacity as the servicer). The servicer will service the Receivables pursuant to the sale and servicing agreement and will be compensated for those services as described under ‘‘Description of the Transfer and Servicing Agreements—Servicing Compensation’’ in this prospectus supplement and ‘‘De scription of the Transfer and Servicing Agreements—Servicing Compensation’’ in the accompanying prospectus. AHFC, in its capacity as administrator (and which we sometimes refer to in such capacity as the administrator) will undertake to perform administrative obligations of the trust on behalf of the trustees as described under ‘‘Description of the Transfer and Servicing Agreements—Administration Agreement’’ in the accompanying prospectus.

• acquiring, holding and managing the pool of retail installment sale contracts regarding the Financed Vehicles, between the respective Dealer and the related Obligor (which we refer to in this prospectus supplement as the ‘‘Receivables’’) and the other assets of the trust and proceeds from those assets;

• issuing the notes and the certificates;

• [entering into and performing its obligations under the Swap Agreement;]

• making payments on the notes and the certificates; and

• engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental to or connected with those activities.

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Pursuant to agreements between AHFC and each Honda and Acura dealer who originated the Receivables (each, a ‘‘Dealer’’), each Dealer will repurchase from AHFC those contracts that do not meet specified representations and warranties made by the Dealer. These Dealers repurchase obligations are referred to in this prospectus supplement as ‘‘Dealer Recourse’’. Those representations and warranties relate primarily to the origination of the contracts and the perfection of the security interests in the related financed vehicles, and do not relate to the creditworthiness of the related retail purchaser of a Financed Vehicle who entered into a retail installment sale contract with a Deale r (each, an ‘‘Obligor’’) or the collectability of those contracts. Although the Dealer Agreements with respect to the Receivables will not be assigned to the trust, the sale and servicing agreement will require that any recovery by AHFC in respect of any Receivable pursuant to any Dealer Recourse be deposited in the collection account to satisfy AHFC’s repurchase obligations under the sale and servicing agreement. The sales by the Dealers of retail installment sale contracts to AHFC do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an Obligor, other than in connection with the breach of the foregoing representations and warranties. As of [______, 20__], there were approximately [___] Dealers located throughout the United States.

Each certificate represents a fractional undivided ownership interest in the trust. The trust property includes the Receivables and monies due or received under the Receivables on or after the date on which the trust will be entitled to all amounts received with respect to the Receivables, which is [______, 20__] (which we refer to in this prospectus supplement as the ‘‘Cutoff Date’’). In addition, the trust will own the reserve fund which will be maintained by the indenture trustee for the benefit of the noteholders, certificateholders [and the Swap Counterparty], and the yield supplement account which will be maintained for the benefit of the noteholders, the certificateholders [and the Swap Counterparty]. The trust will own no other property other than the Receivables, [the rights to the swap payments] and amounts on deposit in the various accounts. The trust’s fiscal year end will occur on the 31st day of March each year.

The trust will be formed in the State of Delaware and administered in care of [_____________], as Delaware trustee, at the address set forth below under ‘‘The Owner Trustee, the Delaware Trustee and the Indenture Trustee.’’ Capitalization of the Issuing Entity

The following table illustrates the capitalization of the trust as of the Closing Date, as if the issuance and sale of the notes and issuance of the certificates had taken place on that date:

Class A-1 Notes $________ Class A-2 Notes $________ Class A-3 Notes $________ Class A-4 Notes $________ Certificates $________

Total $________

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THE DEPOSITOR

American Honda Receivables LLC is a wholly owned, limited purpose finance subsidiary of AHFC and was formed in the State of Delaware in March

2011. The depositor’s principal executive offices are located at 20800 Madrona Avenue, Torrance, California 90503 and its telephone number is (310) 972-2511. Additional information regarding the depositor may be found in the accompanying prospectus under ‘‘The Depositor.’’

THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER

American Honda Finance Corporation was incorporated in the State of California in February 1980. AHFC’s principal executive offices are located at 20800 Madrona Avenue, Torrance, California 90503 and its telephone number is (310) 972-2288. Since it began sponsoring securitization trusts in 1992, AHFC, in its capacities as sponsor and originator, has sponsored [__] securitization trusts backed by retail installment sale contracts which have issued more than $[__] billion dollars of securities to date, [none] of which have defaulted, or failed to pay principal in full at maturity. Each of the Honda Auto Receivables Owner Trust 2006-1, Honda Auto Receivables Owner Trust 2006-2, Honda Auto Receivables Owner Trust 2006-3, Honda Auto Receivables Owner Trust 2007-1, Honda Auto Receivables Owner Trust 2007-2, Honda Auto Receivables Owner T rust 2007-3 and Honda Auto Receivables Owner Trust 2008-1 experienced a Reserve Fund trigger event as a result of the delinquency percentages for the applicable three preceding Collection Periods exceeding a specified percentage, which resulted in an increase to the specified reserve fund balance for each of these transactions. This transaction does not include a Reserve Fund trigger. For additional information, see “Static Pools” in this prospectus supplement.

In addition to securitizing automobile and light-duty truck retail installment sale contracts similar to the Receivables, since 1992 AHFC has sponsored other securitization entities backed by pools of automobile leases which have issued more than $[__] billion dollars of securities to date, [none] of which have defaulted or failed to pay principal in full at maturity. The sponsor is responsible for originating, pooling and servicing the pool assets and structuring the securitization transaction. In its roles as administrator and servicer, AHFC plays a primary role in the management of the trust and each pool of Receivables. In addition, as servicer, AHFC will be authorized to exercise certain discretionary activity with regard to the administration of the Receivables, as described under “The Sponsor, Originator, Administrator and Servicer—Servicing Experience’’ in the accompanying prospectus.

The following table sets forth a description of trusts that issued publicly registered asset-backed notes backed by automobile and light-duty truck retail installment sale contracts similar to the Receivables that were sponsored by AHFC during the calendar years 2006, 2007, 2008, 2009 and 2010.

Name of Issue

Date Issued

Original

Principal Amount

Final

Maturity Date

Outstanding

Principal Amount [ , 20 ]

Honda Auto Receivables 2006-1 Owner Trust March 28, 2006 $1,303,489,996 July 18, 2011 $—Honda Auto Receivables 2006-2 Owner Trust August 22, 2006 $1,269,996,911 January 23, 2012 $—Honda Auto Receivables 2006-3 Owner Trust October 25, 2006 $1,549,984,458 April 16, 2012 $—Honda Auto Receivables 2007-1 Owner Trust February 27, 2007 $1,251,850,507 July 18, 2013 $—Honda Auto Receivables 2007-2 Owner Trust June 19, 2007 $1,203,571,386 November 21, 2013 $—Honda Auto Receivables 2007-3 Owner Trust August 23, 2007 $ 830,678,326 December 16, 2013 $—Honda Auto Receivables 2008-1 Owner Trust June 26, 2008 $1,500,001,174 September 18, 2014 $[ ]Honda Auto Receivables 2008-2 Owner Trust December 16, 2008 $ 306,186,529 December 22, 2014 $[ ]Honda Auto Receivables 2009-1 Owner Trust January 29, 2009 $1,340,207,622 May 15, 2014 $[ ]Honda Auto Receivables 2009-2 Owner Trust May 12, 2009 $1,566,582,877 July 15, 2015 $[ ]Honda Auto Receivables 2009-3 Owner Trust July 14, 2009 $1,908,088,103 September 15, 2015 $[ ]Honda Auto Receivables 2010-1 Owner Trust February 24, 2010 $1,413,519,731 May 23, 2016 $[ ]Honda Auto Receivables 2010-2 Owner Trust May 18, 2010 $1,288,659,794 August 18, 2016 $[ ]Honda Auto Receivables 2010-3 Owner Trust October 28, 2010 $1,599,989,158 December 21, 2016 $[ ]Honda Auto Receivables 2011-1 Owner Trust February 24, 2011 $1,025,646,787 April 17, 2017 $[ ]

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AHFC, in its capacity as servicer, began servicing operations in 1992. In addition to servicing retail installment sale contracts similar to the Receivables, AHFC also services automobile leases.

The following table shows AHFC’s servicing experience for its entire portfolio of retail installment sale contracts on automobiles and light-duty trucks (which are referred to collectively as “motor vehicles”) [and motorcycles], including contracts sold in securitizations, that AHFC continues to service.

Servicing Experience (Dollars in Thousands)

[Material Changes to Servicing Policies and Procedures] [TO BE PROVIDED AS APPLICABLE]

Additional information regarding AHFC in its capacities as sponsor, originator, administrator and servicer may be found under ‘‘The Sponsor, Originator, Administrator and Servicer’’ and ‘‘Description of the Transfer and Servicing Agreements’’ in the accompanying prospectus.

[REPURCHASE HISTORY]

[For a series of notes having an initial bona fide offering on or after February 14, 2012:

The following table provides information regarding the demand, repurchase and replacement history with respect to the Receivables securitized by AHFC

during the period from [ ] to [ ].

[Insert disclosure regarding the most recent Form ABS-15G filed by the depositor and the CIK number of the depositor.]]

Honda & Acura At

[ , 20 ] At

March 31, 2010 At

March 31, 2009At

March 31, 2008At

March 31, 2007At

March 31, 2006New $[____] [___]% $[___] [___]% $[___] [___]% $[_ _] [___]% $[___] [___]% $[____] [___]%Used $[____] [___]% $[___] [___]% $[___] [___]% $[_ _] [___]% $[___] [___]% $[____] [___]%Total $[____] [___]% $[___] [___]% $[___] [___]% $[_ _] [___]% $[___] [___]% $[____] [___]%

Name of Issue

Receivables That Were Subject of Demand

Receivables That Were

Repurchased or Replaced

Receivables Pending

Repurchase or Replacement

(within cure period)Demand in

Dispute Demand

WithdrawnDemand Rejected

Honda Auto Receivables 20[ ]-[ ] Owner Trust # $ % # $ % # $ % # $ % # $ % # $ % Total # $ % # $ % # $ % # $ % # $ % # $ %

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AFFILIATIONS AND RELATED TRANSACTIONS

The trust and the depositor are affiliates of the sponsor. There is not currently, and there was not during the past two years, any material business

relationship, agreement, arrangement, transaction or understanding that is or was entered into outside the ordinary course of business or is or was on terms other than would be obtained in an arm’s length transaction with an unrelated third party, between any of the depositor, the trust and the sponsor. Vehicle Title Management Service Provider, [ ]

[Description of experience serving as title management service provider for ABS transactions involving auto receivables for AHFC and others will be provided y title management service provider.]

THE OWNER TRUSTEE, THE DELAWARE TRUSTEE AND THE INDENTURE TRUSTEE

[______________] is the owner trustee under the trust agreement. [______________] is a [national banking corporation]. The principal executive offices of [_________] are located at [________________]. [Description of experience serving as owner trustee for ABS transactions involving auto receivables for AHFC and others will be provided by owner trustee.]

[______________] is the Delaware trustee under the trust agreement. [______________] is a [Delaware trust company]. The principal executive offices of the Delaware trustee are located at [______________]. The Delaware trustee will act in the capacities required under the Delaware Statutory Trust Act. [Description of experience serving as Delaware trustee for ABS transactions involving auto receivables for AHFC and others will be provided by Delaware trustee.]

[______________] is the indenture trustee under the indenture (which, in such capacity, we refer to as the indenture trustee). [______________] is a [banking corporation] [national banking association] and its corporate trust offices are located at [______________]. [Description of experience serving as indenture trustee for ABS transactions involving auto receivables for AHFC and others will be provided by indenture trustee.]

The depositor and its affiliates may maintain normal commercial banking relations with the indenture trustee and its affiliates. We sometimes collectively refer to the indenture trustee, the Delaware trustee and the owner trustee as the trustees.

THE RECEIVABLES

The property of the trust will consist of the Receivables, [rights under the Swap Agreement and payments made by the Swap Counterparty under the Swap Agreement]. The Receivables were originated by Dealers in accordance with AHFC’s requirements under agreements with Dealers governing the assignment of the Receivables to AHFC. The Receivables evidence the indirect financing made available by AHFC to the Obligors. The Receivables are secured by the Financed Vehicles and all principal and interest payments due on or after the Cutoff Date and other property specified in the related Receivable.

AHFC purchased the Receivables from the Dealers in the ordinary course of business in accordance with AHFC’s underwriting standards. For a more detailed description of AHFC’s underwriting standards, we refer you to ‘‘The Receivables—Underwriting of Motor Vehicle and Motorcycle Loans’’ in the accompanying prospectus.

On or before the date of the Closing Date, AHFC will sell the Receivables to the depositor. The depositor will, in turn, sell the Receivables to the trust on the Closing Date pursuant to the sale and servicing agreement. For a description of the agreements governing the sale and assignment of the Receivables to the trust, see ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables’’ in the accompanying prospectus.

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AHFC will continue to service the Receivables in its capacity as servicer. The Receivables to be held by the trust will be selected from those motor vehicle

retail installment sale contracts in AHFC’s portfolio that meet several criteria as of the Cutoff Date. These criteria provide that each Receivable:

[Exceptions to Underwriting Criteria]

[To be set forth by AHFC, as sponsor and originator, to the extent applicable, information to be disclosed regarding the nature of any exceptions made to

the underwriting criteria, if any, and a narrative summary disclosure of the exceptions allowed and the compensating factors for such exceptions and a table presenting statistical disclosure regarding Receivables that represent an exception to the underwriting criteria used in establishing the asset pool.]

[As described under “Summary of Terms—Description of the Receivables—Receivables” and “—[Exceptions to Underwriting Criteria],” approximately [ ] Receivables, representing [ ]% of the Initial Pool Balance, were originated by AHFC with exceptions made to the underwriting criteria, including [__________], [__________], [__________] and [__________].

[Summary of certain statistical information regarding the types of exceptions and compensating factors described above to be presented in accordance with

Item 1111(a)(8) of Regulation AB.]

No selection procedures believed to be adverse to the noteholders will be utilized in selecting the Receivables from qualifying retail installment sale contracts or from the receivables in the initial pool. Except as described in the second bullet-point above, the Receivables were not selected on the basis of their APRs.

The composition of the Receivables as of the Cutoff Date are as set forth in the following tables. We refer you to ‘‘The Receivables’’ in the accompanying prospectus for a further description of the characteristics of Receivables.

Composition of the Receivables in the Initial Pool

• was originated in the United States and the Obligor is not a federal, state or local governmental entity;

• has a contractual annual percentage rate specified in the promissory note associated with each Receivable (which we refer to in this prospectus supplement as the ‘‘APR’’) ranging from [___]% to [___]%;

• provides for level monthly payments that fully amortize the amount financed over its original term except that the payment in the first or last month during the life of the Receivable may be minimally different from the level payment;

• has a remaining term to maturity of not less than [__] months and not more than [__] months;

• is less than 30 days past due;

• was originated on or after [__________], and on or prior to [__________];

• has been entered into by an Obligor that was not in bankruptcy proceedings or is bankrupt or insolvent (according to the records of AHFC); and

• is secured by a Financed Vehicle that has not been repossessed (according to the records of AHFC).

Aggregate Principal Balance $[___________]Number of Receivables [______]Average Principal Balance $[______]

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As of the Cutoff Date, the receivables in the initial pool described in this prospectus supplement had an aggregate principal balance of $[ ].

Range of Principal Balances $[______] to $[_____] Average Original Amount Financed $[______]Range of Original Amount Financed $[______] to $[_____] Weighted Average APR(1) [___]%Range of APRs [___]% - [___]%Weighted Average Original Term to Maturity(1) [___] monthsRange of Stated Original Terms to Maturity [__] to [__] months Weighted Average Remaining Term to Maturity(1) [___] monthsRange of Remaining Terms to Maturity [__] to [__] months [Percentage by Principal Balance of Receivables of Motor Vehicles] [___]%[Percentage by Principal Balance of Receivables of Motorcycles] [___]%Percentage by Principal Balance of Receivables of New Motor Vehicles [___]%[Percentage by Principal Balance of Receivables of New Motorcycles] [___]%Percentage by Principal Balance of Receivables of Used Motor Vehicles [___]%[Percentage by Principal Balance of Receivables of Used Motorcycles] [___]%Percentage by Principal Balance of Receivables of Honda Motor Vehicles [___]%[Percentage by Principal Balance of Receivables of Honda Motorcycles] [___]%Percentage by Principal Balance of Receivables of Acura Motor Vehicles [___]%Range of FICO scores(2)(3) [___] to [___]Non-Zero Weighted Average FICO score(1)(2)(3) [___]

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO score and the range of FICO scores are calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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Distribution of the Receivables in the Initial Pool by APR

(Percentages may not add to 100.00% due to rounding)

Range of APRs (%) Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool Balance

Percentage of Initial

Pool Balance

Non-Zero Weighted Average

FICO Scores(1)(2)

0.01 - 1.00 % $ % 1.01 - 2.00 2.01 - 3.00 3.01 - 4.00 4.01 - 5.00 5.01 - 6.00 6.01 - 7.00 7.01 - 8.00 8.01 - 9.00 9.01 – 10.00 10.01 – 11.00 11.01 – 12.00 12.01 – 13.00 13.01 – 14.00 14.01 – 15.00 15.01 – 16.00 16.01 – 17.00 17.01 – 18.00 18.01 – 19.00 19.01 – 20.00 20.01 – 21.00 21.01 – 22.00 22.01 – 23.00 23.01 – 24.00 Total: % $ %

(1) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(2) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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Distribution of the Receivables in the Initial Pool by State(1)

(Percentages may not add to 100.00% due to rounding)

State

Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Weighted Average APR(2)

Non-Zero Weighted Average

FICO Scores(3)(4)

Alabama % $ % % Alaska Arizona Arkansas California Colorado Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachusetts Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New Hampshire New Jersey New Mexico New York North Carolina North Dakota Ohio Oklahoma Oregon Pennsylvania Rhode Island South Carolina South Dakota Tennessee Texas

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State Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Weighted Average APR(2)

Non-Zero Weighted Average

FICO Scores(3)(4)

Utah % $ % % Vermont Virginia Washington West Virginia Wisconsin Wyoming Total: % $ % %

(1) Based solely on the addresses of the originating dealers.

(2) Weighted by Initial Pool Balance as of the Cutoff Date.

(3) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(4) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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Distribution of the Receivables in the Initial Pool by Principal Balance as of the Cutoff Date

(Percentages may not add to 100.00% due to rounding)

Range of Principal Balances ($)

Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Weighted Average APR(1)

Non-Zero Weighted Average

FICO Scores(2)(3)

0.01 - 5,000.00 % $ % % 5,000.01 - 10,000.00 10,000.01 - 15,000.00 15,000.01 - 20,000.00 20,000.01 - 25,000.00 25,000.01 - 30,000.00 30,000.01 - 35,000.00 35,000.01 - 40,000.00 40,000.01 - 45,000.00 45,000.01 - 50,000.00 50,000.01 - 55,000.00 55,000.01 - 60,000.00 60,000.01 - 65,000.00 Total: % $ % %

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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Distribution of the Receivables in the Initial Pool by Original Amount Financed

(Percentages may not add to 100.00% due to rounding)

Distribution of the Receivables in the Initial Pool by Original Term to Maturity

(Percentages may not add to 100.00% due to rounding)

Range of Original Amount Financed

($)

Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Weighted Average APR(1)

Non-Zero Weighted Average

FICO Scores(2)(3)

0.01 - 5,000.00 % $ % % 5,000.01 - 10,000.00 10,000.01 - 15,000.00 15,000.01 - 20,000.00 20,000.01 - 25,000.00 25,000.01 - 30,000.00 30,000.01 - 35,000.00 35,000.01 - 40,000.00 40,000.01 - 45,000.00 45,000.01 - 50,000.00 50,000.01 - 55,000.00 60,000.01 - 65,000.00 65,000.01 - 70,000.00 Total: % $ % %

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

Range of Original Term to Maturity

(months)

Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Weighted Average APR(1)

Non-Zero Weighted Average

FICO Scores(2)(3)

13 – 24 % $ % % 25 – 36 37 – 48 49 – 60 61 – 72 Total: % $ % %

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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Distribution of the Receivables in the Initial Pool by Remaining Term to Maturity

as of the Cutoff Date (Percentages may not add to 100.00% due to rounding)

Distribution of the Receivables in the Initial Pool by Credit Grade at Time of Origination (Percentages may not add to 100.00% due to rounding)

Range of Remaining Term to Maturity

(months)

Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Weighted Average APR(1)

Non-Zero Weighted Average

FICO Scores(2)(3)

1 – 12 % $ % % 13 – 24 25 – 36 37 – 48 49 – 60 61 – 72 Total: % $ % %

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

Credit Grade(1) Number of Receivables

Percentage of

Aggregate Number of Receivables

Initial Pool

Balance

Percentage of Initial

Pool Balance

Non-Zero Weighted Average

FICO Scores(2)(3)(4)

Range of FICO

Scores(3)(4)

A % $ % % B C D Total: % $ % %

(1) Credit Grade is based on AHFC's classification using proprietary internal scoring methodology in evaluating customers’ credit quality. We refer you to “The Receivables—Credit Metric-Credit Grade” in the accompanying prospectus for a description of AHFC's scoring methodology.

(2) Weighted by Initial Pool Balance as of the Cutoff Date.

(3) Non-zero weighted average FICO scores and the range of FICO scores are calculated excluding accounts for which we do not have a FICO score.

(4) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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Distribution of the Receivables in the Initial Pool by Model

(Percentages may not add to 100.00% due to rounding)

Model Number of Receivables

Percentage of Aggregate Number of Receivables

Initial Pool Balance

Percentage of Initial

Pool Balance

Non-Zero Weighted Average

FICO Scores(2)(3)

Accord % $ % CRV Pilot Odyssey Civic MDX Fit TL Ridgeline TSX Element RDX Other Total: % $ %

(1) Weighted by Initial Pool Balance as of the Cutoff Date.

(2) Non-zero weighted average FICO scores are weighted by Initial Pool Balance as of the Cutoff Date and calculated excluding accounts for which we do not have a FICO score.

(3) FICO scores are shown for portfolio comparative purposes only. The FICO score may not have been used in the original credit decision process.

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MATURITY AND PREPAYMENT CONSIDERATIONS

For more detailed information regarding maturity and prepayment considerations with respect to the notes we refer you to ‘‘Weighted Average Life of the

Notes’’ in the accompanying prospectus and ‘‘Risk Factors—You may experience reduced returns on your investment resulting from prepayments, repurchases or early termination of the issuing entity’’ in the accompanying prospectus.

No principal payments will be made on the class A-2 notes until the class A-1 notes have been paid in full, and, except upon the occurrence of an event of default, (i) no principal payments will be made on the class A-3 notes until the class A-1 and class A-2 notes have been paid in full and (ii) no principal payments will be made on the class A-4 notes until the class A-1, class A-2 and class A-3 notes have been paid in full. However, following an event of default, principal payments will be made first to the holders of the class A-1 notes until they have been paid in full and after the class A-1 notes have been paid in full, principal payments will be made to the class A-2 notes, the class A-3 notes and the class A-4 notes on a pro rata basis, based on the outstanding principal balance of those classes of notes. We refer you to ‘‘The Notes—The Indenture—Events of Default; Rights Upon Event of Default’’ in the accompanying prospectus for a more detailed description of the events of default. In addition, no principal payments will be made on the certificates until all classes of notes have been paid in full. We refer you to ‘‘Payments on the Notes’’ in this prospectus supplement.

In addition, the proceeds of any liquidation of the assets of the trust may be insufficient to pay in full all accrued interest on and principal of each outstanding class of notes. [In addition, if the Swap Agreement is terminated, the trust may be obligated to make a Swap Termination Payment to the Swap Counterparty in an amount that the trust cannot estimate as of the date of this prospectus supplement. Certain of these Swap Termination Payments paid by the trust may reduce the amounts available to be paid to noteholders.]

Because the rate of payment of principal of each class of notes depends primarily on the rate of payment (including prepayments) of the principal balance of the Receivables, final payment of any class of notes could occur significantly earlier or later than their respective final scheduled payment dates set forth on the front cover in this prospectus supplement. Noteholders will bear the risk of being able to reinvest principal payments at yields at least equal to the yield on their respective classes of notes. No assurance can be made as to the rate of prepayments on the Receivables in either stable or changing interest rate environments.

Although the Receivables have different APRs, disproportionate rates of prepayments of Receivables with APRs greater than or less than the Required Rate will generally not affect your yield. However, higher rates of prepayments of Receivables with higher APRs will decrease the amount available to cover delinquencies and defaults on the Receivables and may decrease the amounts available to be deposited in the reserve fund.

DELINQUENCIES, REPOSSESSIONS AND LOAN LOSS INFORMATION

Set forth below is information concerning AHFC’s experience with respect to its entire portfolio of new and used Honda and Acura motor vehicle [and new and used Honda motorcycles] retail installment sale contracts, which includes contracts sold by but still being serviced by AHFC. Credit losses are an expected cost of extending credit and are considered in AHFC’s rate-setting process. AHFC’s strategy is to minimize credit losses while providing financing support for the sale of new or used Honda and Acura motor vehicles [and new or used Honda motorcycles].

AHFC establishes an allowance for expected credit losses and deducts amounts reflecting charge-offs against such allowance. For retail financing, the account balance related to a retail installment sale contract is charged against the allowance for credit losses when the contract has been delinquent for 120 days, unless AHFC has repossessed the collateral associated with the contract. In these cases, the account balances are not charged against the allowance for credit losses until AHFC has either sold the repossessed motor vehicle [or motorcycle] or held it in repossession inventory for more than 90 days. AHFC credits any recoveries from charge-offs related to a retail installment sale contract to the allowance.

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Delinquency, repossession and loss experience may be influenced by a variety of economic, social and geographic conditions and other factors beyond the control of AHFC. There is no assurance that AHFC’s delinquency, repossession and loss experience with respect to its retail installment sale contracts, or the experience of the trust with respect to the contracts, will be similar to that set forth below.

There can be no assurance that the behavior of the Receivables included in the trust will be comparable to AHFC’s experience shown in the following tables. The percentages in the tables below have not been adjusted to eliminate the effect of the growth of AHFC’s portfolio. Accordingly, the delinquency, repossession and net loss percentages would be expected to be higher than those shown if a group of receivables were isolated at a period in time and the delinquency, repossession and net loss data showed the activity only for that isolated group over the periods indicated.

In the table below, the period of delinquency for each reporting period is based on the number of days more than 10% of a scheduled payment on a cumulative basis is contractually past due.

Delinquency Experience(1)(5) (Dollars In Thousands)

At [____] At March 31, 20[__] 20[__] 20[__] 20[__] 20[__] 20[__] 20[__]Principal Amount Outstanding(2)

Delinquencies(3) 30 – 59 Days 60 – 89 Days 90 Days or more Repossessions(4)

Total Delinquencies and Repossessions Total Delinquencies and Repossessions as a Percentage of

Principal Amount Outstanding Units Outstanding Delinquencies-Units

30 – 59 Days 60 – 89 Days 90 Days or more

Repossessions-Units Total Delinquencies and Repossessions-Units Total Delinquencies and Repossessions as a Percentage of

Units Outstanding

(1) Includes contracts that have been sold but are still being serviced by AHFC.

(2) Remaining principal balance and unearned finance charges for all outstanding contracts.

(3) The period of delinquency is based on the number of days more than 10% of the scheduled payment is contractually past due.

(4) Amounts shown represent the outstanding principal balance for contracts for which the related vehicle had been repossessed and not yet liquidated.

(5) Totals may not add exactly due to rounding.

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Net Credit Loss And Repossession Experience(1)(6)

(Dollars In Thousands)

STATIC POOLS

At our website http://regab.honda.com/20[__]-[_] we have published charts that reflect the static pool performance data of previous public securitizations

of the sponsor. The information presented with respect to pools that were established prior to January 1, 2006 is not to be deemed a part of this prospectus supplement, the accompanying prospectus or the related registration statement. We caution you that this pool of Receivables may not perform in a similar manner to the receivables in other trusts.

WEIGHTED AVERAGE LIFE OF THE NOTES

Prepayments on motor vehicle [and motorcycle] receivables can be measured relative to a payment standard or model. The model used in this prospectus supplement, the Absolute Prepayment Model (‘‘ABS’’), represents an assumed rate of prepayment each month relative to the original number of receivables in a pool of receivables. ABS further assumes that all the receivables in question are the same size and amortize at the same rate and that each receivable in each month of its life will either be paid as scheduled or be paid in full. For example, in a pool of receivables originally containing 10,000 receivables, a 1.0% ABS rate means that 1.0% of the receivables, or 100 receivables, prepay each month.

For the [_] Months

Ended [____],

For the Fiscal Year Ended March 31,

20[__]

20[__] 20[__] 20[__] 20[__] 20[__] 20[__]Principal Amount Outstanding(2) Average Principal Amount Outstanding(3) Number of Contracts Outstanding Average Number of Contracts Outstanding(3) Number of Repossessions Number of Repossessions as a Percentage of the Average

Number of Contracts Outstanding(3) Gross Charge-Offs(4) Recoveries(5) Net Losses Net Losses as a Percentage of Average Principal Amount

Outstanding(3)

(1) Includes contracts that have been sold but are still being serviced by AHFC.

(2) Remaining principal balance and unearned finance charges for all outstanding contracts.

(3) Average of the loan balance or number of contracts, as the case may be, is calculated for a period by dividing the total monthly amounts by the number of months in the period.

(4) Amount charged-off is the remaining principal balance, excluding any expenses associated with collection, repossession or disposition of the related vehicle, plus earned but not yet received finance charges, net of any proceeds collected prior to charge-off.

(5) Proceeds received on previously charged-off contracts.

(6) Totals may not add exactly due to rounding.

(7) Annualized.

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ABS does not purport to be an historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of receivables, including the Receivables.

As the rate of the payment of principal of each class of notes will depend on the rate of payment (including prepayments) of the principal balance of the Receivables, final payment of any class of notes could occur significantly earlier or later than the respective Final Scheduled Payment Dates.

Reinvestment risk associated with early payment of the notes of any class will be borne exclusively by the holders of such notes.

The ABS Tables have been prepared on the basis of the characteristics of the Receivables described under ‘‘The Receivables’’ above. The ABS Tables assume that:

The ABS Tables also assume that the Receivables have been aggregated into hypothetical pools with all of the receivables within each such pool having

the following characteristics and that the level scheduled monthly payment for each of the pools (which is based on the aggregate principal balance, APR, original term to maturity and remaining term to maturity as of the assumed cutoff date) will be such that each pool will be fully amortized by the end of its remaining term to maturity.

• the Receivables prepay in full at the specified constant percentage of ABS monthly, with no defaults, losses or repurchases,

• each scheduled monthly payment on each Receivable is scheduled to be made and is made on the last day of each month and each month has 30 days,

• payments are made on the notes on each Payment Date (and each such date is assumed to be the [__] day of each applicable month),

• [there is no Swap Termination,]

• [the net of swap payments from the trust to the Swap Counterparty and swap payments from the Swap Counterparty to the trust is zero,]

• the balance in the reserve fund on each Payment Date is the required amount described under ‘‘Credit Enhancement—Reserve Fund’’,

• except as indicated in the ABS Tables, the servicer does not exercise its option to purchase the Receivables on the earliest Payment Date on which such option may be exercised. The hypothetical pools each have a cut-off date of [_____, 20__]. The ABS Tables indicate the projected weighted average life of each class of notes and set forth the percentage of the initial principal amount of each class of notes that is projected to be outstanding after each of the Payment Dates shown at various constant ABS percentages, and

• the class A-1 notes accrue on an actual/360 basis and the class A-[_] notes accrue interest at fixed rates [and the class A-[_] notes and the class A-[_] notes accrue interest on an actual/360 basis.]

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The actual characteristics and performance of the Receivables will differ from the assumptions used in constructing the ABS Tables. The assumptions used are hypothetical and have been provided only to give a general sense of how the principal cash flows might behave under varying prepayment scenarios. For example, it is very unlikely that the Receivables will prepay at a constant level of ABS until maturity or that all of the Receivables will prepay at the same level of ABS. Moreover, the diverse terms of receivables within each of the hypothetical pools could produce slower or faster principal distributions than indicated in the ABS Table at the various constant percentages of ABS specified, even if the original and remaining terms to maturity of the Receivables are as assumed. Any difference between such assumptions and the actual char acteristics and performance of the Receivables, or actual prepayment experience, will affect the percentages of initial amounts outstanding over time and the weighted average life of each class of notes.

Pool

Aggregate Principal Balance

Weighted Average APR (%)

Weighted Average

Remaining Term to Maturity

(in months)

Weighted Average

Age (in months)

Weighted Average

Original Term to Maturity

(in months)1 2 3 4 5 6 Total

S-54

Percentage of Initial Class A-1 Note Principal at Various ABS Percentages

In calculating the Expected Final Payment Date shown on the cover to this prospectus supplement, an ABS percentage of [__]% was utilized and the servicer's Clean-Up Call Option was assumed to be exercised on the earliest Payment Date on which it is permitted. The actual Payment Date on which the class A-1 notes are paid in full may be before or after this date depending on the actual payment experience of the Receivables. This table has been prepared based on the assumptions herein (including the assumptions regarding the characteristics and performance of the Receivables, which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith.

Payment Date 0.50% 1.00% 1.30% 1.50% 1.70% 2.00%Closing Date 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%[______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] Weighted Average Life To Maturity (years)(1)(2) Weighted Average Life To Call (years)(1)(3)

(1) The weighted average life of a note is determined by (x) multiplying the amount of each principal payment on a Note by the number of years from the date of issuance of the note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the note.

(2) This calculation assumes that the servicer does not exercise its Clean-up Call Option.

(3) This calculation assumes that the servicer exercises its Clean-Up Call Option on the earliest Payment Date on which it is permitted.

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Percentage of Initial Class A-2 Note Principal at Various ABS Percentages

In calculating the Expected Final Payment Date shown on the cover to this prospectus supplement, an ABS percentage of [__]% was utilized and the servicer's Clean-up Call Option was assumed to be exercised on the earliest Payment Date on which it is permitted. The actual Payment Date on which the class A-2 notes are paid in full may be before or after this date depending on the actual payment experience of the Receivables. This table has been prepared based on the assumptions herein (including the assumptions regarding the characteristics and performance of the Receivables, which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith.

Payment Date 0.50% 1.00% 1.30% 1.50% 1.70% 2.00%Closing Date 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%[______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] Weighted Average Life To Maturity (years)(1)(2) Weighted Average Life To Call (years)(1)(3)

(1) The weighted average life of a Note is determined by (x) multiplying the amount of each principal payment on a Note by the number of years from the date of issuance of the Note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the Note.

(2) This calculation assumes that the servicer does not exercise its Clean-up Call Option.

(3) This calculation assumes that the servicer exercises its Clean-up Call Option on the earliest Payment Date on which it is permitted.

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Percentage of Initial Class A-3 Note Principal at Various ABS Percentages

In calculating the Expected Final Payment Date shown on the cover to this prospectus supplement, an ABS percentage of [__]% was utilized and the servicer's Clean-up Call Option was assumed to be exercised on the earliest Payment Date on which it is permitted. The actual Payment Date on which the class A-3 notes are paid in full may be before or after this date depending on the actual payment experience of the Receivables. This table has been prepared based on the assumptions herein (including the assumptions regarding the characteristics and performance of the Receivables, whichwill differ from the actual characteristics and performance thereof) and should be read in conjunction therewith.

Payment Date 0.50% 1.00% 1.30% 1.50% 1.70% 2.00%Closing Date 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%[______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] Weighted Average Life To Maturity (years)(1)(2) Weighted Average Life To Call (years)(1)(3)

(1) The weighted average life of a Note is determined by (x) multiplying the amount of each principal payment on a Note by the number of years from the date of issuance of the Note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the Note.

(2) This calculation assumes that the servicer does not exercise its Clean-up Call Option.

(3) This calculation assumes that the servicer exercises its Clean-up Call Option on the earliest Payment Date on which it is permitted.

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Percentage of Initial Class A-4 Note Principal at Various ABS Percentages

In calculating the Expected Final Payment Date shown on the cover to this prospectus supplement, an ABS percentage of [__]% was utilized and the servicer's Clean-up Call Option was assumed to be exercised on the earliest Payment Date on which it is permitted. The actual Payment Date on which the class A-4 notes are paid in full may be before or after this date depending on the actual payment experience of the Receivables. This table has been prepared based on the assumptions herein (including the assumptions regarding the characteristics and performance of the Receivables, which will differ from the actual characteristics and performance thereof) and should be read in conjunction therewith.

Payment Date 0.50% 1.00% 1.30% 1.50% 1.70% 2.00%Closing Date 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%[______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] [______] Weighted Average Life To Maturity (years)(1)(2) Weighted Average Life To Call (years)(1)(3)

(1) The weighted average life of a Note is determined by (x) multiplying the amount of each principal payment on a Note by the number of years from the date of issuance of the Note to the related Payment Date, (y) adding the results and (z) dividing the sum by the original principal amount of the Note.

(2) This calculation assumes that the servicer does not exercise its Clean-up Call Option.

(3) This calculation assumes that the servicer exercises its Clean-up Call Option on the earliest Payment Date on which it is permitted.

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NOTE FACTORS

The ‘‘Note Pool Factor’’ with respect to any class of notes will be a seven-digit decimal indicating the principal amount of that class of notes as of the

close of business on the Payment Date in that month as a fraction of the respective principal amount thereof as of the Closing Date. The servicer will compute the Note Pool Factor each month for each class of notes. Each Note Pool Factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the principal amount of each class of notes. The portion of the principal amount of any class of notes for a given month allocable to a noteholder can be determined by multiplying the original denomination of the holder’s note by the related Note Pool Factor for that month.

STATEMENTS TO NOTEHOLDERS

Pursuant to the indenture, the sale and servicing agreement, the administration agreement and the trust agreement (collectively, the ‘‘Transfer and Servicing Agreements’’), the noteholders [and the Swap Counterparty] will receive monthly reports concerning the payments received on the Receivables, the Pool Balance, the related Note Pool Factors and various other items of information pertaining to the trust. The indenture trustee will make the monthly reports available via the indenture trustee’s internet website which will initially be located at [ ]. Noteholders of record during each calendar year will be furnished upon written request information by the indenture trust ee or the owner trustee, as appropriate, required for tax reporting purposes not later than the latest date permitted by law. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Statements to Securityholders’’ in the accompanying prospectus for a more detailed description of the reports to be sent to noteholders.

USE OF PROCEEDS

The depositor will use the net proceeds from the sale of the notes to purchase the Receivables from AHFC pursuant to the receivables purchase agreement, and to fund the reserve fund and the yield supplement account. [Expenses incurred in connection with the selection and acquisition of the pool assets in the amount of $[__] were paid from proceeds of the sale of the notes to [__].]

THE DEPOSITOR, THE ADMINISTRATOR AND THE SERVICER

Information regarding American Honda Receivables LLC and American Honda Finance Corporation are set forth under the captions ‘‘The Depositor’’ and ‘‘The Sponsor, Originator, Administrator and Servicer’’ respectively, in the accompanying prospectus.

THE NOTES General

The notes will be issued pursuant to the terms of the indenture, a form of which has been filed as an exhibit to the registration statement. A copy of the final signed indenture will be filed with the Securities and Exchange Commission. The following summary describes material terms of the notes and the indenture and is subject to, and is qualified in its entirety by reference to, all the provisions of the notes and the indenture. The following summary supplements the description of the general terms and provisions of the notes of any given series and the related indenture set forth in the accompanying prospectus. Payments of Interest

The class A-1 notes and class A-[_] notes will bear interest at a fixed rate on the principal balance of such class as set forth on the cover of this prospectus supplement. [The class A-[_] notes and class A-[_] notes will constitute Floating Rate Securities, as such term is defined under “Certain Information Regarding the Securities—Floating Rate Securities” in the accompanying prospectus, and will bear interest at a floating rate on the principal balance of such class. The rates of interest on the class A-[_] notes and class A-[_] notes will be based on One-Month LIBOR as of the related LIBOR Determination Date. Interest will be due and paya ble to the noteholders on each Payment Date commencing [________, 20__].]

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Interest on the outstanding principal amount of class A-1 notes, class A-[_] notes and class A-[_] notes will accrue at the applicable interest rate from and including the most recent Payment Date on which interest has been paid (or from and including the Closing Date with respect to the first Payment Date) to but excluding the current Payment Date [; provided, that with respect to the class A-[_] notes and class A-[_] notes, One-Month LIBOR will be determined on the LIBOR Determination Date]. Interest on the class A-[_] notes will accrue at the related interest rate from and including the [__] day of the month (or from and including the Closing Date with respect to the first Payment Date) to and excluding the [__] day of the following calendar month.

[The administrator will determine One-Month LIBOR as described under the heading “Certain Information Regarding the Securities—Floating Rate Securities” in the accompanying prospectus.]

Interest on the class A-1 notes, class A-[_] notes and class A-[_] notes will be calculated on the basis of the actual number of days in the related Interest Period divided by 360, and interest on the class A-[_] notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest accrued but not paid on any Payment Date will be due on the next Payment Date, together with interest on that amount at the applicable interest rate (to the extent lawful). Interest payments on the notes will generally be made from Available Amounts and from amounts on deposit in the reserve fund, after the Servicing Fee, non-recoverable Advances, [net swap payments owed to the Swap Counterparty] and all accrued and unpaid trustees’ fees, and any amounts due to the trustees for their respective fees and reimbursement of expenses or in respect of indemnification and other administrative fees of the trust, but only to the extent not otherwise paid by the administrator (which we refer to in this prospectus supplement as the ‘‘Trust Fees and Expenses’’); provided, however, that until the notes have been paid in full or unless an event of default has occurred, the annual amount paid to the trustees out of the Available Amounts prior to payments on the notes shall not exceed $[______]. We refer you to ‘‘Credit Enhancement—Reserve Fund’’ and ‘‘Payments on the Notes’’ in this prospectus supplement.

[In order to issue the class A-[_] notes and class A-[_] notes bearing interest at a floating rate when the Receivables bear fixed interest rates, the trust will enter into a Swap Agreement with the Swap Counterparty, as described under “The Swap Agreement” in this prospectus supplement.]

Interest payments to holders of the class A-1 notes, the class A-2 notes, the class A-3 notes and the class A-4 notes will have the same priority [and will be paid on a pari passu basis with Senior Swap Termination Payments due to the Swap Counterparty under the Swap Agreement]. If there are insufficient Available Amounts after payment of trust obligations with higher priorities, the amount available for interest payments could be less than the amount of interest payable on the notes [and the Senior Swap Termination Payments due to the Swap Counterparty on any Payment Date]. In this case the holders of the notes will receive their ratable share (based upon the aggregate amount of interest due to that class) of the aggregate amount available to be distributed in respect of interest on the notes [on a pari passu basis with Senior Swap Termination Payments due to the Swap Counterparty under the Swap Agreement]. Payments of Principal

The final scheduled payment date and expected final payment date for each class of notes are set forth on the cover of this prospectus supplement. Payments of principal on each Payment Date will be made only to the extent of Available Amounts and the failure to pay principal in full on a class of notes will result in an event of default only on the related final scheduled payment date for such class. Until the notes have been paid in full, principal payments to noteholders will be made on each Payment Date in the amount and order of priority described in this prospectus supplement under ‘‘Payments on the Notes—Payment of Distributable Amounts.’’ On each Payment Date, principal of the notes will be payable generally in an amount equal to the Noteholders’ Percentage of the Principal Distributable Amount. Principal payments on the notes will be made from Available Amounts after the Servicing Fee, non-recoverable Advances, [net swap payments owed to the Swap Counterparty], [Senior Swap Termination Payments owed to the Swap Counterparty] and Trust Fees and Expenses have been paid and after the Noteholders’ Interest Distributable Amount has been distributed. Notwithstanding the foregoing, if amounts actually allocated to the noteholders on any Payment Date is less than the Noteholders’ Distributable Amount, funds will be withdrawn from the reserve fund so that an amount equal to the Noteholders’ Distributable Amount may be allocated to the noteholders.

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Principal payments will be allocated among the notes so that no principal payments will be made on:

Notwithstanding the foregoing, on each Payment Date after the acceleration of the notes following an event of default, the Principal Distributable Amount

will be paid first to holders of record of each of the class A-1 notes until the class A-1 notes have been paid in full. After the class A-1 notes have been paid in full principal payments will be made to the class A-2 notes, the class A-3 notes and the class A-4 notes on a pro rata basis, based on the outstanding principal balance of each such class until they are paid in full. Beginning on the Payment Date on which the notes have been paid in full, the remainder of the Principal Distributable Amount, if any, and on each subsequent Payment Date, 100% of the Principal Distributable Amount, will be paid to the holders of record of the certificates until the certificates have been paid in full. We refer you to ‘‘The Notes—The Indenture—Events of Default; Rights Upon Event of Default’’ in the accompanying prospectus for a more detailed description of what would constitute an event of default.

The actual Payment Date on which the outstanding principal amount of any class of notes is paid may be significantly earlier or later than its Final Scheduled Payment Date based on a variety of factors, including the factors described under ‘‘Weighted Average Life of the Notes’’ in the accompanying prospectus.

If the principal amount of a class of notes has not been paid in full on or prior to the related Final Scheduled Payment Date shown on the front cover of this prospectus supplement, the Noteholders’ Principal Distributable Amount for that Payment Date will, to the extent the remaining Available Amounts are sufficient, include an amount sufficient to reduce the unpaid principal amount of that class of notes to zero on that Payment Date. We refer you to ‘‘Payment on the Notes—Payment of Distributable Amounts’’ in this prospectus supplement.

After all amounts due and owed to the noteholders and the certificateholders have been paid in full (together with [any amounts owed to the Swap Counterparty and] any unpaid Trust Fees and Expenses) the depositor will be entitled to any remaining Available Amounts from the collection account. [Prefunding Period]

[On the closing date, $[____] received from the sale of the notes, which represents approximately [____]% of the asset pool, will be deposited into a segregated prefunding account. From the closing date and on or prior to [____], referred to herein as the prefunding period, the trust will have the ability to purchase additional receivables from the depositor to the extent there are sufficient funds on deposit in the prefunding account and to the extent such additional receivables satisfy certain requirements, as described in this prospectus supplement. To the extent sums on deposit in the prefunding account are not utilized to purchase additional receivables prior to the end of the prefunding period, such amounts will be transferred to the collection account and will become part of available amounts on the next payment date.]

• the class A-2 notes until the class A-1 notes have been paid in full;

• the class A-3 notes until the class A-1 notes and class A-2 notes have been paid in full; and

• the class A-4 notes until the class A-1 notes, class A-2 notes and class A-3 notes have been paid in full.

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[Insert any additional limitations on the ability of the issuing entity to acquire additional receivables and the requirements for such additional receivables in accordance with Item 1103(a)(5) and Item 1111(g) of Regulation AB.] [Revolving Period]

[From the closing date and on or prior to [____], approximately [____]% of the principal collected on the receivables, which represents approximately [____]% of the asset pool, may be applied by the trustee to the acquisition of subsequent receivables, rather than used to distribute payments of principal to securityholders during that period. These securities will possess an interest only period or limited amortization period, referred to herein as a revolving period. Such purchased receivables must satisfy certain requirements, as described in this prospectus supplement.]

[Insert any additional limitations on the ability of the issuing entity to acquire additional receivables and the requirements for such additional receivables in accordance with Item 1103(a)(5) and Item 1111(g) of Regulation AB.] Modification of Indenture

[In addition to the requirements set forth under “The Notes—The Indenture—Modification of Indenture” in the accompanying prospectus, no amendment or supplemental indenture will be effective which materially and adversely affects the rights of the Swap Counterparty without the consent of the Swap Counterparty; provided, that the Swap Counterparty will be deemed to have given its consent to that amendment or supplemental indenture, as applicable, if it does not object in writing within 10 business days after receipt of a written request for its consent to that amendment or supplemental indenture.] Events of Default; Rights upon Event of Default

Upon an event of default under the indenture, the noteholders will have the rights set forth in the prospectus under ‘‘The Notes—The Indenture—Events of Default; Rights Upon Event of Default.’’ The indenture trustee may sell the Receivables subject to certain conditions set forth in the indenture following an event of default, including a default in the payment of any principal on any note or a default for five days or more in the payment of any interest on any note. In the case of an event of default not involving any such default in payment, the indenture trustee is prohibited from selling the Receivables unless:

The Trust Indenture Act of 1939, as amended (which we refer to in this prospectus supplement as the ‘‘TIA’’) requires that upon the occurrence of an

Event of Default, the indenture trustee will be required to resign, and a replacement indenture trustee will be appointed, if, within one year of such Event of Default, the indenture trustee, or any of its directors or executive officers, is, or is affiliated with, an underwriter (as defined in the TIA) of any of the notes. [As of the date hereof, the owner trustee is affiliated with [________________], an [underwriter] of the notes and the indenture trustee is affiliated with[_________________,] an underwriter of the notes.]

• the holders of the notes then outstanding (or relevant class or classes of notes) [and the Swap Counterparty] consent to the sale; or

• the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on all outstanding notes and certificates [and any amounts due to the Swap Counterparty (including any Swap Termination Payments)] at the date of the sale; or

• the indenture trustee determines that the trust estate will not continue to provide sufficient funds to make all payments on the outstanding notes and certificates as those payments would have become due if the obligations had not been declared due and payable, and the indenture trustee obtains the consent of the holders of 100% of the aggregate outstanding amount of the notes then outstanding (or relevant class or classes of notes) [and the Swap Counterparty].

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Notices

Noteholders will be notified in writing by the indenture trustee of [(i)] any event of default, [any Swap Event of Default, any Swap Termination Event,] [(unless the indenture trustee determines in good faith that withholding such notice is in the best interest of the noteholders) or (ii)] any Servicer Default or termination of, or appointment of a successor to, the servicer promptly upon a responsible officer of the indenture trustee obtaining actual knowledge of these events.

If notes are issued other than in book-entry form, those notices will be mailed to the addresses of noteholders as they appear in the register maintained by the indenture trustee prior to mailing.

Those notices will be deemed to have been given on the date of that publication or mailing. Governing Law

The indenture, [the Swap Agreement] and the notes are governed by and shall be construed in accordance with the laws of the State of New York applicable to agreements made in and to be performed wholly within that jurisdiction. Minimum Denominations

The notes of each class shall be issued in U.S. Dollars in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The notes will be issued in book-entry form and will be registered in the name of Cede & Co., as the nominee of The Depository Trust Company, the clearing agency.

THE CERTIFICATES General

The certificates are not being offered pursuant to this prospectus supplement and all information presented regarding the certificates is given to further a better understanding of the notes. The certificates will be issued pursuant to the terms of the trust agreement, a form of which has been filed as an exhibit to the registration statement. A copy of the final signed trust agreement will be filed with the Securities and Exchange Commission. The certificates will evidence undivided ownership interests in the trust created pursuant to the trust agreement.

The following summary describes material terms of the certificates and the trust agreement. The summary is subject to, and qualified in its entirety by reference to, all the provisions of the certificates and the trust agreement. The following summary supplements the description of the general terms and provisions of the certificates of any given series and the related trust agreement set forth in the accompanying prospectus. Payments of Interest

Interest on the outstanding principal balance of the certificates will accrue during each Interest Period at a fixed rate of interest equal to 0.00% per annum (which we refer to in this prospectus supplement as the ‘‘Pass Through Rate’’) and will be payable to the certificateholders on the related Payment Date.

Interest due on a Payment Date will accrue during the related Interest Period and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest distributions with respect to the certificates generally will be made from Available Amounts after:

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We refer you to ‘‘Payments on the Notes—Payment of Distributable Amounts’’ in this prospectus supplement.

Interest payments due for any Payment Date but not paid on that Payment Date will be due on the next Payment Date increased by an amount equal to

interest accrued on that amount at the Pass Through Rate (to the extent lawful). Payments of Principal

No principal payments will be made on the certificates until the class A-1, class A-2, class A-3 and class A-4 notes have been paid in full. Thereafter, principal payments of the certificates will be made on each Payment Date from Available Amounts after payments of the Servicing Fee, [any amounts due to the Swap Counterparty (including any Senior Swap Termination Payments),] Trust Fees and Expenses, the Noteholders’ Interest Distributable Amount, the Noteholders’ Percentage of the Principal Distributable Amount, and payment of interest, if any, on the certificates.

Notwithstanding the foregoing, on each Payment Date after the acceleration of the notes following an event of default, the certificates will not receive any of the Principal Distributable Amount until all of the notes have been paid in full. Governing Law

The trust agreement and the certificates are governed by and shall be construed in accordance with the laws of the State of Delaware applicable to agreements made in and to be performed wholly within that jurisdiction.

PAYMENTS ON THE NOTES

On or before the [__] calendar day of each month (or, if the [__] day is not a business day, the next succeeding business day) (which we refer to in this prospectus supplement as the ‘‘Determination Date’’), the servicer will inform the owner trustee and the indenture trustee of, among other things, the amount of funds collected on or in respect of the Receivables, the amount of Advances to be made by and reimbursed to the servicer and the Servicing Fee and other servicing compensation payable to the servicer, in each case with respect to the immediately preceding Collection Period. On or prior to each Payment Date, the servicer will also determine the following:

• payment of the Servicing Fee;

• [payment of any amounts due to the Swap Counterparty (including any Senior Swap Termination Payments);]

• payment of accrued and unpaid Trust Fees and Expenses to the trustees; provided that, until the notes have been paid in full or unless an event of default has occurred, the annual amount paid to the trustees out of the Available Amount allocation described herein shall not exceed $[______]; and

• distribution of the Noteholders’ Distributable Amounts to the Noteholders.

• Available Amounts;

• Noteholders’ Interest Distributable Amount;

• Certificateholders’ Interest Distributable Amount;

• Principal Distributable Amount;

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The indenture trustee or the issuing entity, as the case may be, will make payments to the noteholders, certificateholders [and the Swap Counterparty] in

accordance with such information provided by the servicer out of the amounts on deposit in the collection account. The amounts to be distributed to the noteholders, certificateholders [and the Swap Counterparty] will be determined in the manner described below. Payment of Distributable Amounts

Prior to each Payment Date, the servicer will calculate the amount to be distributed to the noteholders, certificateholders [and the Swap Counterparty]. On each Payment Date, the servicer will allocate amounts on deposit in the collection account with respect to the related Collection Period as described below and will instruct the indenture trustee to make the following payments and distributions from amounts on deposit in the collection account in the following amounts and order of priority:

• Yield Supplement Withdrawal Amount, if any;

• based on the available funds and other amounts available for payment on the related Payment Date as described below, the amount to be distributed to the noteholders and certificateholders; and

• [net swap amounts payable to the Swap Counterparty, Senior Swap Termination Payments owed to the Swap Counterparty, if any, and Subordinate Swap Termination Payments owed to the Swap Counterparty, if any.]

• first, to the servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and non-recoverable Advances;

• second, to the trustees, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such Trust Fees and Expenses have not been previously paid by the administrator provided that, until the notes have been paid in full, the annual amount paid to the trustees out of the Available Amount allocation described in this clause second shall not exceed $[_______] unless an event of default has occurred;

• [third, to the Swap Counterparty, the amount (if positive) of any payment to be made by the trust to the Swap Counterparty on such Payment Date, net of any payment to be made by the Swap Counterparty to the trust on such Payment Date, in each case calculated pursuant to the Swap Agreement;]

• fourth, pro rata, to (a) the noteholders, the Noteholders’ Interest Distributable Amount, [(b) and the Swap Counterparty, any Senior Swap Termination Payments], in each case, from remaining Available Amounts;

• fifth, to the noteholders, the Noteholders’ Principal Distributable Amount, from remaining Available Amounts;

• sixth, to the certificateholders, the Certificateholders’ Interest Distributable Amount, from remaining Available Amounts;

• seventh, after the class A-1, class A-2, class A-3 and class A-4 notes have been paid in full, to the certificateholders, the Certificateholders’ Principal Distributable Amount from remaining Available Amounts;

• eighth, to the reserve fund, from Available Amounts remaining, if any, the amount necessary to cause the amount on deposit in that account to equal the Specified Reserve Fund Balance;

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The Noteholders’ Principal Distributable Amount will be allocated among the notes as described above under ‘‘The Notes—Payments of Principal.’’

CREDIT ENHANCEMENT

The protection afforded to the noteholders will be effected both by the preferential right of the noteholders to receive, to the extent described in this

prospectus supplement, current distributions on the Receivables, the establishment of the reserve fund, amounts on deposit in the yield supplement account, and the subordination of the certificateholders’ and the depositor’s right to receive distributions. Subordination

The rights of the certificateholders to receive payments on the Receivables will be subordinated to the rights of the noteholders. The depositor is entitled to receive payments of interest collected on the Receivables and deposited in the collection account with respect to the related Collection Period, which are not used by the trust to make other required payments. The depositor’s right to receive this excess interest is subordinated to the payment of principal and interest on the notes and interest, if any on the certificates, and the funding of the reserve fund. Reserve Fund

The reserve fund will be established in the name of the indenture trustee for the benefit of the noteholders and the certificateholders. The reserve fund will be created with an initial deposit by the depositor on the Closing Date of an amount equal to $[________] (which we refer to in this prospectus supplement as the ‘‘Reserve Fund Initial Deposit’’). The reserve fund will thereafter be funded by the deposit therein of all Available Amounts, if any, remaining after the payment of trust obligations with higher payment priorities, on each Payment Date to the extent necessary to restore or bring the amounts on deposit in the reserve fund to the Specified Reserve Fund Balance.

Amounts held from time to time in the reserve fund (and the yield supplement account) will continue to be held for the benefit of noteholders and certificateholders and may be invested in Eligible Investments. Investment income on those investments (net of losses and expenses) will be paid to the depositor, upon the direction of the servicer, to the extent that funds on deposit in the reserve fund exceed the Specified Reserve Fund Balance. If the amount on deposit in the reserve fund on any Payment Date (after giving effect to all deposits to and withdrawals from the reserve fund on that Payment Date) is greater than the Specified Reserve Fund Balance for that Payment Date, subject to limitations set forth in the Transfer and Servicing Agreements, the indenture trustee will distribu te any excess amounts remaining thereafter to the depositor. The noteholders will not have any rights in, or claims to, amounts distributed to the certificateholders or to the depositor.

The servicer may, from time to time after the date of this prospectus supplement, notify each Rating Agency that it wishes to apply a formula for determining the Specified Reserve Fund Balance that is different from those described above or change the manner by which the reserve fund is funded. If the servicer provides such notice in writing and the Rating Agency Condition is satisfied, then the Specified Reserve Fund Balance will be determined in accordance with the new formula. The sale and servicing agreement will accordingly be amended, without the consent of any noteholder, to reflect the new calculation.

• [ninth, from remaining Available Amounts, to the Swap Counterparty, any Subordinate Swap Termination Payments;]

• tenth, from remaining Available Amounts, to the trustees, any accrued and unpaid Trust Fees and Expenses, in each case to the extent such Trust Fees and Expenses have not been previously paid by the administrator or pursuant to priority second above; and

• eleventh, any Available Amounts remaining, to the depositor.

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Amounts held from time to time in the reserve fund will be held for the benefit of the noteholders, the certificateholders [and the Swap Counterparty]. On each Payment Date, funds will be withdrawn from the reserve fund to the extent that (a) the amount on deposit in the note distribution account with respect to such Payment Date [plus any net swap payments to the trust with respect to such Payment Date] is less than the sum of the Noteholders’ Distributable Amount and will be deposited in the note distribution account for distribution to the noteholders or (b) the amount on deposit in the certificate distribution account with respect to such Payment Date is less than the sum of the Certificateholders’ Distributable Amount and will be deposited in the certificate distribution account for distribution to the certificateholders .

None of the noteholders, the certificateholders, any trustee, the servicer or the depositor will be required to refund any amounts properly distributed or paid to them, whether or not there are sufficient funds on any subsequent Payment Date to make full distributions to the noteholders. Yield Supplement Account

On or prior to the Closing Date, a yield supplement account will be established in the name of the indenture trustee for the benefit of the noteholders and the certificateholders. The yield supplement account is designed primarily to supplement the interest collections on the Receivables that have APRs which are less than the Required Rate (which we refer to in this prospectus supplement as the ‘‘Discount Receivables’’). The yield supplement account will be funded by the depositor on the Closing Date with an initial deposit equal to $[_________] (which we refer to in this prospectus supplement as the ‘‘Yield Supplement Account Deposit’’).

On the business day prior to each Payment Date (which we refer to in this prospectus supplement as the ‘‘Deposit Date’’), the indenture trustee shall withdraw the Yield Supplement Withdrawal Amount from monies on deposit in the yield supplement account and deposit such amount into the collection account to be included in amounts distributed on the related Payment Date.

On each Payment Date, the amount required to be on deposit in the yield supplement account will decline and be equal to the present value of the sum of all Yield Supplement Amounts for all future Payment Dates, assuming that future scheduled payments on the Discount Receivables are made on the date on which they are scheduled as being due. The amount on deposit in the yield supplement account will decrease as payments are made with respect to the Yield Supplement Amount and funds in excess of the maximum required balance are released.

The reserve fund, the yield supplement account, and the subordination of the certificates are intended to enhance the likelihood of receipt by noteholders of the full amount of principal and interest due them and to decrease the likelihood that the noteholders will experience losses. The reserve fund and the yield supplement account are also intended to enhance the likelihood of receipt by certificateholders of the full amount of principal and interest due them and to decrease the likelihood that the certificateholders will experience losses. However, the reserve fund could be depleted. In addition, the amount on deposit in the yield supplement account will be reduced over time as shown above and amounts on deposit therein are limited to supplemental payments with respect to Discount Receivables and for no other purposes. If the amount r equired to be withdrawn from the reserve fund to cover shortfalls in collections on the Receivables exceeds the amount of available cash in the reserve fund, noteholders and certificateholders could incur losses or suffer a temporary shortfall in the amounts distributed to the Noteholders or certificateholders.

No Overcollateralization

On the Closing Date, the outstanding principal balance of the Receivables will be approximately equal to the aggregate initial principal balance of the notes and the Initial Certificate Balance. While undercollateralization may occur at any time if charge-offs on the Receivables are larger than amounts on deposit in the reserve fund, no excess amounts will be retained by the trust to build overcollateralization.

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DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS The Transfer and Servicing Agreements

The description of the terms of the Transfer and Servicing Agreements in this prospectus supplement does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements. Forms of the Transfer and Servicing Agreements have been filed as exhibits to the registration statement. Copies of the final signed Transfer and Servicing Agreements will be filed as a current report on Form 8-K with the Securities and Exchange Commission in a timely manner. We refer you to ‘‘Where You Can Find More Information About Your Notes—The Depositor’’ in the accompanying prospectus for additional information regarding reports required to be filed by the Depositor. Sale and Assignment of Receivables

Information with respect to the conveyance of the Receivables from the depositor to the trust on the Closing Date pursuant to the sale and servicing agreement is set forth under ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables’’ in the accompanying prospectus. Accounts

In addition to the accounts referred to under ‘‘Description of the Transfer and Servicing Agreements—Accounts’’ in the accompanying prospectus, the servicer will also establish and will maintain with the indenture trustee:

Collections

The servicer will deposit all payments on Receivables received from Obligors and all proceeds of Receivables collected during each Collection Period into the collection account not later than two business days after receipt. However, so long as AHFC is the servicer, if each condition to making monthly deposits as may be required by the sale and servicing agreement (including the satisfaction of specified ratings criteria of the Rating Agencies or AHFC obtaining a letter of credit or similar agreement and the absence of any Servicer Default) is satisfied, the servicer may retain such amounts until the related Deposit Date. The servicer or the depositor, as the case may be, will remit the aggregate Warranty Purchase Payments and Adminis trative Purchase Payments of Receivables to be purchased from the trust into the collection account on or before each Deposit Date. All decisions regarding deposits and withdrawals from the collection account will be made by the servicer and will not be independently verified.

The servicer will be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the collection account, amounts previously deposited in the collection account but later determined to have resulted from mistaken deposits or postings. Except in certain circumstances described in the sale and servicing agreement, pending deposit into the collection account, collections may be invested by the servicer at its own risk and for its own benefit and will not be segregated from its own funds. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Collections’’ in the accompanying prospectus.

Collections on or in respect of a Receivable made during a Collection Period (including Warranty Purchase Payments and Administrative Purchase Payments) will be applied first to interest accrued to date, second to principal until the principal balance is brought current, third to reduce the unpaid late charges as provided in the Receivable and finally to prepay principal of the Receivable. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Collections’’ in the accompanying prospectus.

• the reserve fund in the name of the indenture trustee for the benefit of the noteholders, the certificateholders [and the Swap Counterparty]; and

• the yield supplement account in the name of the indenture trustee for the benefit of the noteholders, the certificateholders [and the Swap Counterparty].

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Collections on or in respect of a Receivable made during a Collection Period which are not late fees, prepayment charges, extension fees or certain other similar fees or charges will be applied first to any outstanding Advances made by the servicer with respect to such Receivable, and then to the related Scheduled Payment. Any collections on or in respect of a Receivable remaining after such applications will be considered an ‘‘Excess Payment.’’ Excess Payments constituting a prepayment in full of the related Receivable will be applied as a prepayment in full of such Receivable and all other Excess Payments on Receivables will be applied as a partial prepayment.

On each Deposit Date, the indenture trustee will cause any Yield Supplement Withdrawal Amount to be deposited into the collection account. [The indenture trustee will deposit into the collection account, promptly on the day of receipt, the Swap Payments received from the Swap Counterparty, if any, for the related Payment Date.] Advances

On each Deposit Date, to the extent there is a shortfall in respect of any Scheduled Payment, the servicer will make a payment (as an Advance) into the collection account for each Receivable of an amount equal to the product of the principal balance of the Receivable as of the first day of the related Collection Period and one-twelfth of its APR minus the amount of interest actually received on the Receivable during the Collection Period. If the calculation results in a negative number, an amount equal to the negative amount will be paid to the servicer in reimbursement of outstanding Advances. In addition, if a Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid interest on that Receivable (but not including interest for the current Collection Period) will, up to the amount of outstanding Advances in respect the reof, be withdrawn from the collection account and paid to the servicer in reimbursement of the outstanding Advances. The servicer will not be required to make any Advances with respect to any Receivable (other than the Advance of an interest shortfall arising from a prepaid Receivable) to the extent that it does not expect to recoup the Advance from subsequent collections or recoveries with respect to such Receivable, which we refer to as a ‘‘Non-Recoverable Advance.’’ The servicer will make all Advances by depositing into the collection account an amount equal to the aggregate of the Advances on Receivables in respect of a Collection Period on the business day immediately preceding the related Payment Date. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Advances’’ in the accompanying prospectus. Servicing Compensation

The Servicing Fee, together with any previously unpaid Servicing Fees, will be paid to the servicer on each Payment Date solely to the extent of Available Amounts. The servicer will be entitled to collect and retain as additional servicing compensation in respect of each Collection Period any late fees, prepayment charges and any other administrative fees and expenses or similar charges collected during that Collection Period, plus any investment earnings or interest earned during that Collection Period from the investment of monies on deposit in the collection account and the note distribution account. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Collections’’ in this prospectus supplement and ‘‘Description of the Transf er and Servicing Agreements—Servicing Compensation’’ in the accompanying prospectus. The servicer will be paid the Servicing Fee for each Collection Period on the following Payment Date related to that Collection Period. However, upon satisfaction of the Rating Agency Condition, the Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Payment Dates) will be paid at the beginning of that Collection Period out of collections of interest on the Receivables for that Collection Period. The Servicing Fee will be paid from Available Amounts allocable to interest prior to the payment of the Noteholders’ Distributable Amounts or Certificateholders’ Distributable Amounts.

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Net Deposits

As an administrative convenience and as long as specified conditions are satisfied, for so long as AHFC is the servicer, AHFC will be permitted to make the deposit of collections, aggregate Advances and amounts deposited in respect of purchases of Receivables by the depositor or the servicer for or with respect to the related Collection Period net of payments to be made to the servicer with respect to that Collection Period. The servicer, however, will account to the owner trustee and to the noteholders as if all of the foregoing deposits and payments were made individually. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Net Deposits’’ in the accompanying prospectus. Optional Purchase

The outstanding notes will be redeemed in whole, but not in part, on any Payment Date on which the servicer or any successor to the servicer exercises its option to purchase the Receivables. The servicer or any successor to the servicer may purchase the Receivables when the Pool Balance shall have declined to 10% or less of the Pool Balance as of the Cutoff Date (the “Clean-up Call Option”), as described in the accompanying prospectus under ‘‘Description of the Transfer and Servicing Agreements—Termination.’’ The ‘‘Redemption Price’’ for the outstanding notes will be equal to the unpaid principal amount of the outstanding notes plus ac crued and unpaid interest on the notes and for the certificates will equal the unpaid principal amount of the certificates on the date of the optional purchase plus accrued and unpaid interest on the certificates. Removal of Servicer

The indenture trustee or noteholders evidencing not less than 25% of the voting interests of the notes then outstanding, may terminate the rights and obligations of the servicer under the sale and servicing agreement upon the occurrence of a Servicer Default.

Under those circumstances, authority and power shall, without further action, pass to and be vested in the indenture trustee or a successor servicer appointed by the indenture trustee under the sale and servicing agreement. The indenture trustee or successor servicer will succeed to all the responsibilities, duties and liabilities of the servicer in its capacity under the sale and servicing agreement and will be entitled to similar compensation arrangements. If, however, the servicer becomes a debtor in bankruptcy or, if not eligible to be a debtor in bankruptcy, becomes the subject of insolvency proceedings, and no Servicer Default other than the commencement of bankruptcy or insolvency proceedings has occurred, that indenture trustee or the noteholders (or certificateholders) may not be able to effect a transfer of servicing. In the ev ent that the indenture trustee is unwilling or unable so to act, it may appoint or petition a court of competent jurisdiction to appoint a successor with a net worth of at least $50,000,000 and whose regular business includes the servicing of motor vehicle [and motorcycle] receivables. The indenture trustee may make such arrangements for compensation to be paid, which in no event may be greater than the servicing compensation paid to the servicer under the sale and servicing agreement. Notwithstanding such termination, the servicer shall be entitled to payment of certain amounts payable to it prior to such termination, for services rendered prior to such termination. Upon payment in full of the principal and interest on the notes, the certificateholders will succeed to the rights of the noteholders with respect to removal of the servicer. Duties of the Owner Trustee, the Delaware Trustee and the Indenture Trustee

The owner trustee will make no representations as to the validity or sufficiency of the trust agreement, the certificates (other than the authentication of the certificates), the notes or of any Receivables or related documents and is not accountable for the use or application by the depositor or the servicer of any funds paid to the depositor or the servicer in respect of the notes, the certificates or the Receivables, or the investment of any monies by the servicer before those monies are deposited into the collection account. The owner trustee will not independently verify the Receivables. The owner trustee is required to perform only those duties specifically required of it under the trust agreement. In addition to making distributions to the certificateholders, those duties generally are limited to the receipt of the various certifi cates, reports or other instruments required to be furnished to the owner trustee under the trust agreement, in which case it will only be required to examine them to determine whether they conform to the requirements of the trust agreement. The owner trustee shall not be charged with knowledge of a failure by the servicer to perform its duties under the trust agreement or the sale and servicing agreement which failure constitutes a Servicer Default unless a responsible officer of the owner trustee obtains actual knowledge of the failure as specified in the trust agreement.

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The owner trustee will be under no obligation to exercise any of the rights or powers vested in it by the trust agreement or to make any investigation of matters arising under the trust agreement or to institute, conduct or defend any litigation under the trust agreement or in relation thereto at the request, order or direction of any of the certificateholders, unless those certificateholders have offered to the owner trustee security or indemnity reasonably satisfactory to the owner trustee against the costs, expenses and liabilities that may be incurred by the owner trustee in connection with the exercise of those rights.

The Delaware trustee has been appointed solely for the purpose of complying with the requirement of the Delaware Statutory Trust Statute that the trust have one trustee, which, in the case of a natural person, is a resident of the State of Delaware, or which in all other cases, has its principal place of business in the State of Delaware. The duties and responsibilities of the Delaware trustee shall be limited solely to the execution and delivery of all documents and certificates to form and maintain the existence of the trust under the Delaware Statutory Trust Statute. Except for the purpose of the foregoing sentence, the Delaware trustee shall not be deemed a trustee and shall have no management responsibilities or owe any fiduciary duties to the trust, the depositor or any beneficial owner.

The indenture trustee will make no representations as to the validity or sufficiency of the indenture, the certificates, the notes (other than authentication of the notes) or of any Receivables or related documents, and is not accountable for the use or application by the depositor or the servicer of any funds paid to the depositor or the servicer in respect of the notes, the certificates or the Receivables, or the investment of any monies by the servicer before those monies are deposited into the collection account. The indenture trustee will not independently verify the Receivables. If no event of default or Servicer Default has occurred, the indenture trustee is required to perform only those duties specifically required of it under the indenture. In addition to making distributions to the noteholders, those duties generally are limit ed to the receipt of the various certificates, reports or other instruments required to be furnished to the indenture trustee under the indenture, in which case it will only be required to examine them to determine whether they conform to the requirements of the indenture under certain circumstances. The indenture trustee will also mail each year to all Noteholders, solely to the extent required by the TIA, a brief report relating to its eligibility and qualification to continue as indenture trustee under the indenture and other information relating to the Receivables. For additional information regarding such reports, see ‘‘The Notes—The Indenture’’ in the accompanying prospectus.

The indenture trustee shall not be charged with knowledge of a failure by the servicer to perform its duties under the trust agreement, the sale and servicing agreement or the administration agreement which failure constitutes an event of default or Servicer Default unless a responsible officer of the indenture trustee obtains actual knowledge of the failure as specified in the indenture. The indenture trustee will be under no obligation to exercise any of the rights or powers vested in it by the indenture or to make any investigation of matters arising under the indenture or to institute, conduct or defend any litigation under the indenture or in relation thereto at the request, order or direction of any of the noteholders, unless those noteholders have offered to the indenture trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred by the indenture trustee in connection with the exercise of those rights. No noteholder will have any right under the indenture to institute any proceeding with respect to the indenture, other than with respect to the failure by the depositor or the servicer, as applicable, to remit payment, unless that noteholder previously has given to the indenture trustee written notice of the event of default and (1) the event of default arises from the servicer’s failure to remit payments when due or (2) the holders of the notes evidencing not less than 25% of the voting interests of the notes, voting together as a single class, have made written request upon the indenture trustee to institute that proceeding in its own name as the indenture trustee under the indenture and have offered to the indenture trustee reasonable indemnity and the indenture trustee for 60 days has neglected or refused to institute that proceeding.

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The Owner Trustee, the Delaware Trustee and the Indenture Trustee

[________] will be the owner trustee under the trust agreement. As a matter of Delaware law, the trust will be viewed as a separate legal entity, distinct from the owner trustee, and the trust will be viewed as the issuing entity of the certificates. [__________] will be the Delaware trustee under the Trust Agreement. [___________] will be the indenture trustee under the indenture. The owner trustee, the indenture trustee and any of their respective affiliates may hold certificates in their own names or as pledgees.

For the purpose of meeting the legal requirements of some jurisdictions, the servicer and the owner trustee or the servicer and the indenture trustee, in each case acting jointly (or in some instances, the owner trustee or the indenture trustee acting alone), will have the power to appoint co-trustees or separate trustees of all or any part of the trust. In the event of an appointment of co-trustees or separate trustees, all rights, powers, duties and obligations conferred or imposed upon the owner trustee by the sale and servicing agreement and the trust agreement or the indenture trustee by the indenture will be conferred or imposed upon the owner trustee or the indenture trustee and each of their respective separate trustees or co-trustees jointly, or, in any jurisdiction in which the owner trustee or the indenture trustee will be inc ompetent or unqualified to perform specified acts, singly upon that separate trustee or co-trustee who will exercise and perform those rights, powers, duties and obligations solely at the direction of the owner trustee or the indenture trustee.

The owner trustee and the indenture trustee may resign at any time, in which event the administrator will be obligated to appoint a successor thereto. The issuer may remove the indenture trustee if it ceases to be eligible to continue as trustee under the indenture, becomes legally unable to act or becomes insolvent. Under such circumstance, the administrator will be obligated to appoint a successor indenture trustee. Any resignation or removal of the owner trustee or the indenture trustee and appointment of a successor thereto will not become effective until acceptance of the appointment by the successor.

The depositor (or the administrator on its behalf) will be obligated to pay the fees of the owner trustee, the Delaware trustee and the indenture trustee in connection with their duties under the trust agreement and indenture, respectively. The owner trustee, the Delaware trustee and the indenture trustee will be entitled to indemnification by AHFC (as custodian of the receivable files or as administrator on behalf of the issuer) and the issuer for, and will be held harmless against, any loss, liability, fee, disbursement or expense (including expenses due to either trustee's removal and/or resignation in accordance with the indenture or trust agreement, as applicable) incurred by the owner trustee, the Delaware trustee or the indenture trustee not resulting from its own willful misfeasance, bad faith or negligence (in the case of the in denture trustee) or gross negligence (in the case of the Delaware trustee or the owner trustee) (other than by reason of a breach of any of its representations or warranties set forth in the trust agreement or the indenture, as the case may be). The depositor and the servicer will be obligated to indemnify the owner trustee, the Delaware trustee and the indenture trustee for specified taxes that may be asserted in connection with the transaction. Fees and Expenses

The table below sets forth the fees and expenses payable by the trust on each payment date.

Party Amount Servicer(1) One-twelfth of 1.00% multiplied by the outstanding principal balance of the Receivables as of the first day of the

related collection period.Indenture Trustee(2) $[____] per annumOwner Trustee(2) $[____] per annumDelaware Trustee(2) $[____] per annum

(1) To be paid before any amounts are distributed to noteholders.

(2) To be paid by the administrator. In the event the administrator does not fulfill its payment obligations such fees, expenses and indemnities will be paid before any amounts are distributed to noteholders, but so long as notes are outstanding only up to an aggregate amount equal to $[______] per annum and any remainder will be paid after all amounts due and owed to noteholders and certificateholders are paid on such payment date, provided that if an event of default occurs, such $[______] limitation will not apply.

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[THE SWAP AGREEMENT]

[The following summary describes material terms of the Swap Agreement and is subject to, and qualified in its entirety by reference to, all the provisions of the Swap Agreement. A copy of the final signed Swap Agreement will be filed on a Form 8-K with the Securities and Exchange Commission.] [Payments Under the Swap Agreement]

[SECTION TO BE MODIFIED BASED UPON THE ACTUAL TERMS OF EACH SWAP AGREEMENT] [In order to issue the class A-[_] notes and class A-[_] notes bearing interest at a floating rate when the Receivables bear fixed interest rates, on the Closing Date, the trust will enter into a Swap Agreement with the Swap Counterparty. The Swap Agreement will incorporate certain relevant standard definitions in the 2006 ISDA Definitions and the Annex to the 2006 ISDA Definitions published by ISDA. Pursuant to the Swap Agreement, on each Payment Date the amount to be paid by the Swap Counterparty in respect of the class A-[_] notes will be equal to the Class A-[_] Interest Amount and the amount to be paid by the Swap Counterparty in respect of the class A-[_] notes will be equal to the Class A-[_] Interest Amount. Pursuant to the Swap Agreement, on each Payment Date the trust is obligated to pay to the Swap Counterparty in respect of the class A-[_] notes and class A-[_] notes an amount equal to the Class A-[_] Swap Interest Amount and Class A-[_] Swap Interest Amount, respectively. The initial notional amount of the Swap Agreement for each of the class A-[_] notes and class A-[_] notes will equal the initial note balance of the class A-[_] notes and class A-[_] notes, respectively, on the Closing Date. Payments under the Swap Agreement will be made on a net basis between the trust and the Swap Counterparty.]

[Any net amounts payable by the trust to the Swap Counterparty on any Payment Date will be deducted from collections on the Receivables for the related Collection Period prior to making any payments of principal of the notes.]

[The calculation agent as defined in the Swap Agreement shall be [___________].]

[Based on a reasonable good faith estimate of maximum probable exposure, the significance percentage of the Swap Agreement is less than 10%.]

[The respective obligations of the Swap Counterparty and the trust to pay certain amounts due under the Swap Agreement will be subject to the following conditions precedent: (i) no Swap Event of Default (as defined below under “—Defaults Under Swap Agreement”) or event that with the giving of notice or lapse of time or both would become an Event of Default shall have occurred and be continuing and (ii) no Swap Termination (as defined below under “—Early Termination of Swap Agreement”) shall have occurred or been effectively designated.]

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[Defaults Under Swap Agreement]

Among other things, events of default under the Swap Agreement (each, a “Swap Event of Default include:

[Swap Termination Events]

[Among other things, termination events under the Swap Agreement (each a “Swap Termination Event include:

• failure to make payments due under the Swap Agreement;

• the occurrence of certain bankruptcy events of the trust or bankruptcy and insolvency events of the Swap Counterparty;

• any breach of the Swap Agreement or related agreements by the Swap Counterparty;

• any misrepresentation by the Swap Counterparty;

• certain cross-defaults by the Swap Counterparty; or

• a merger by the trust or the Swap Counterparty without assumption of its obligations under the Swap Agreement.]

• illegality of the transactions contemplated by the Swap Agreement;

• any early redemption or prepayment of the notes, acceleration of the notes or liquidation of the trust assets following an event of default under theindenture, or upon the redemption or prepayment of the notes for any other reason;

• certain tax events that would affect the ability of either party to make payments to the other without withholding taxes, that occur because of achange in tax law or a merger or consolidation of either party;

• an amendment to the indenture, the sale and servicing agreement or certain other agreements that is materially adverse to the Swap Counterparty ismade without the approval of the Swap Counterparty where such approval is required; or

• failure of the Swap Counterparty (or its credit support provider, if any) to maintain its credit ratings at certain levels required by the SwapAgreement, which failure may not constitute a termination event if the Swap Counterparty:

o at its own expense, obtains an unconditional guarantee from a guarantor with the appropriate credit rating, provided that certain criteria are satisfied;

o posts collateral; or

o assigns its rights and obligations under the Swap Agreement to a substitute swap counterparty that satisfies the eligibility criteria set forth in the Swap Agreement.]

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[Early Termination of Swap Agreement]

[The indenture provides that upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by the Swap Counterparty, or (ii) any Swap Termination Event (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party, the indenture trustee may and will, at the direction of holders of class A-1 notes, class A-2 notes, class A-3 notes and class A-4 notes evidencing 66 2/3% of the aggregate of the outstanding principal balances of all such classes voting as a single class, by notice to the Swap Counterparty, designate a Swap Termination with respect to the Swap Agreement. If a Swap Event of Default occurs (i) as a result of the insolvency or bankruptcy of the Swap Counterparty, the indenture trustee will be required by the terms of the indenture (as assignee of the right s of the trust under the Swap Agreement) to terminate the Swap Agreement.]

[In the event that the trust is required to make a Senior Swap Termination Payment, such Senior Swap Termination Payment will be payable pari passu with the Noteholders’ Interest Distributable Amount. However, in the event that a Subordinate Swap Termination Payment is owed to the Swap Counterparty, such Subordinate Swap Termination Payment will be subordinate to the right of the noteholders to receive full payment of principal of and interest on the notes.]

[The trust will assign its rights under the Swap Agreement to the indenture trustee in connection with the trust’s pledge of the assets of the trust as collateral for the notes. Upon the occurrence of any Event of Default that results in acceleration of the notes, the principal of each class of notes will become immediately payable and the indenture trustee will be obligated to liquidate the assets of the trust. In any such event, the ability of the trust to pay interest on each class of notes will depend on (a) the price at which the assets of the trust are liquidated, (b) the amount of the Swap Termination Payment, if any, which may be due to the Swap Counterparty from the trust under the Swap Agreement and (c) the amount of the Swap Termination Payment, if any, which may be due to the trust from the Swap Counterparty under the Swap Agr eement. In the event that the net proceeds of the liquidation of the assets of the trust are not sufficient to make all payments due in respect of the notes and for the trust to meet its obligations, if any, in respect of the termination of the Swap Agreement, then such amounts will be allocated and applied in accordance with the priority of payments described in this prospectus supplement and certain claims of the Swap Counterparty in respect of such net proceeds will rank higher in priority than the claims of the noteholders. See “The Notes” and “Payments on the Notes” in this prospectus supplement.]

[Should a downgrade event or a replacement event occur, the criteria for an acceptable Replacement Transaction with a possible substitute counterparty focus entirely on that entity’s ratings. They do not focus on other possible considerations that might be relevant to the amounts that the trust might be able to collect from such a substitute counterparty if it itself, or collateral posted by it, became the subject of insolvency or similar proceedings. The criteria for a substitute counterparty also do not expressly address possible withholding tax issues that may exist vis-a-vis that entity, although any such substitute counterparty would be asked to make representations that, at the time, would allow the trust to conclude that withholding taxes would not be imposed under applicable law on scheduled swap payments to be made to the trust b y such a substitute counterparty.]

[Any cost of any such transfer or replacement will be borne by the Swap Counterparty or the new swap counterparty and not by the trust; provided, however that the Swap Counterparty shall not be required to make any payment to the new swap counterparty to obtain an assignment or replacement swap.]

[In addition, the Swap Counterparty's obligations under the Swap Agreement may be assigned if the Swap Counterparty fails to provide the trust with certain information required under the securities laws.]

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[Modification and Amendment of Swap Agreement]

[The Swap Agreement may be amended, modified or waived only in writing by the Swap Counterparty and the issuing entity, with the written consent of the Rating Agencies. Any such amendment shall be deemed not to adversely affect in any material respect the interests of any noteholder if the indenture trustee has received a letter from each Rating Agency to the effect that such Rating Agency will not qualify, reduce or withdraw the rating it has currently assigned to any class of notes as a result of such amendment.] [The Swap Counterparty]

[[_________________] will be the Swap Counterparty under the Swap Agreement. The Swap Counterparty is a [____] and is involved in the business of [____]. The Swap Counterparty under the Swap Agreement provides protection against losses due to interest rate fluctuations.] [Financial information for the Swap Counterparty, if any, will be provided if the entity is liable or contingently liable to provide payments representing 10% or more of the cashflow supporting any offered class of Notes.]

[As of the date hereof, the Swap Counterparty is affiliated with [__________], an underwriter of the notes.]

[Insert any additional information on the Swap Counterparty in accordance with Item 1103(a)(3)(ix), Item 1114 and Item 1115 of Regulation AB, as

applicable.]

LEGAL PROCEEDINGS

To the knowledge of the sponsor and the depositor, there are no legal proceedings pending, or governmental proceedings contemplated, against the sponsor, the depositor, any of the trustees or the trust that would be material to holders of any notes or certificates.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of the material U.S. federal income tax considerations of the purchase, ownership and disposition of the notes. The discussion is based upon law, regulations, rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. The discussion below does not purport to deal with all of the U.S. federal income tax considerations applicable to all categories of investors. Investors should consult their own tax advisors in determining the federal, state, local and any other tax consequences to them of the purchase, ownership and disposition of the notes. We refer you to ‘‘Certain U.S. Federal Income Tax Considerations’’ and ‘‘State Tax Considerations’’ in the accompanyin g prospectus.

Under current law and assuming execution of, and compliance with, the indenture and the trust agreement, in the opinion of Bingham McCutchen LLP, special tax counsel to the trust, (i) the notes owned by parties unrelated to the depositor will be characterized as debt for federal income tax purposes, and (ii) the trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income and California state franchise and income tax purposes. Tax Characterization of the Trust

The depositor and the servicer will agree, and the beneficial owners of the certificates (which we refer to in this prospectus supplement as the ‘‘Certificate Owners’’) will agree by their purchase of the certificates to treat the trust (i) as a partnership for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the partnership being the assets held by the trust, the partners of the partnership being the Certificate Owners, and the notes being debt of the partnership, or (ii) if the depositor owns all of the certificates and none of the notes are characterized as equity interests in the trust, as disregarded as an entity separate from the depositor for purpose of federal and stat e income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the trust and the notes treated as assets and indebtedness of the Certificate Owner. However, the proper characterization of the arrangement involving the trust, the notes, the depositor and the servicer is not clear because there is no authority on transactions closely comparable to the transaction described in this prospectus supplement.

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If the trust were taxable as a corporation for federal income tax purposes, it would be subject to corporate income tax on its taxable income. The trust’s taxable income would include all its income on the related Receivables, which may be reduced by its interest expense on some or all classes of the notes. Any such corporate income tax could materially reduce cash available to make payments on the notes and distributions on the certificates, and the Certificate Owners could be liable for any such tax that is unpaid by the trust. Treatment of the Notes as Indebtedness

The depositor, any Certificateholders and the Certificate Owners will agree, and the beneficial owners of the notes (which we refer to in this prospectus supplement as the ‘‘Note Owners’’) will agree by their purchase of the notes, to treat the notes as debt for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income.

We do not anticipate issuing notes with any original issue discount, other than original issue discount of a de minimis amount or, if applicable, as a result of any class of notes having a fixed maturity of not more than one year from the date of issue. We refer you to “Certain U.S. Federal Income Tax Considerations—Tax Consequences to U.S. Note Owners” and “—Tax Consequences to Foreign Note Owners” in the accompanying prospectus. The prepayment assumption that will be used for purposes of computing original issue discount, if any, for federal income tax purposes is [ ]% ABS. We refer you to “Maturity and Prepayment Consider ations” in this prospectus supplement. No representation is made that the Receivables will prepay in accordance with this assumption or in accordance with any other assumption.

ERISA CONSIDERATIONS

Subject to the following discussion, the notes may be acquired by pension, profit-sharing or other employee benefit plans that are subject to Title I of ERISA, individual retirement accounts, Keogh plans and other plans covered by Section 4975 of the Code and entities deemed to hold the plan assets of the foregoing (each, a “Plan”). Section 406 of ERISA and Section 4975 of the Code prohibit a Plan from engaging in certain transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code with respect to such Plan. A violation of these “prohibited transaction” rules may result in an excise tax or other penalties and liabilities under ERISA and the Code for such persons or the fiducia ries of the Plan. Title I of ERISA also requires that fiduciaries of a Plan subject to ERISA make investments that are prudent, diversified (except if prudent not to do so) and in accordance with governing plan documents.

Certain transactions involving the trust might be deemed to constitute prohibited transactions under ERISA and the Code with respect to a Plan that purchased the notes if assets of the trust were deemed to be assets of a Plan. Under a regulation issued by the United States Department of Labor (the “Regulation”) and Section 3(42) of ERISA, the assets of the trust would be treated as plan assets of a Plan for the purposes of ERISA and the Code only if the Plan acquired an “equity interest” in the trust and none of the exceptions to plan asset treatment contained in the Regulation, as effectively amended by Section (3)(42) of ERISA, were applicable. An equity interest is defined under the Regulation as an interest other than an instrument which is treated as ind ebtedness under applicable local law and which has no substantial equity features. Although there is little guidance on the subject, the issuing entity believes that those notes acquired by parties unrelated to the depositor should be treated as indebtedness without substantial equity features for purposes of the Regulation. This determination is based in part upon (i) tax counsel’s opinion that notes held by parties unrelated to the depositor will be classified as debt for federal income tax purposes and (ii) the traditional debt features of such notes, including the reasonable expectation of purchasers of the notes that they will be repaid when due, as well as the absence of conversion rights, warrants and other typical equity features. Based upon the foregoing and other considerations, and subject to the considerations described below, such notes may be acquired by a Plan.

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However, without regard to whether the notes are treated as an equity interest for purposes of the Regulation, the acquisition or holding of notes by or on

behalf of a Plan could be considered to give rise to a prohibited transaction if the trust or any of its affiliates is or becomes a party in interest or a disqualified person with respect to such Plan. In such case, certain exemptions from the prohibited transaction rules could be applicable to the purchase and holding of the notes by a Plan depending on the type and circumstances of the plan fiduciary making the decision to acquire such note. Included among these exemptions are: Prohibited Transaction Class Exemption (“PTCE”) 90-1, regarding investments by insurance company pooled separate accounts; PTCE 95-60, regar ding investments by insurance company general accounts; PTCE 91-38, regarding investments by bank collective investment funds; PTCE 96-23, regarding transactions affected by “in-house asset managers,” and PTCE 84-14, regarding transactions effected by “qualified professional asset managers.” In addition to the class exemptions listed above, there is also a statutory exemption that may be available under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code for prohibited transactions between a Plan and a person or entity that is a party in interest to such Plan solely by reason of providing services to a Plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the plan involved in such transaction), provided that there is adequate consideration for the transaction. Even if the conditions described in one or more of these exemptions are met, t he scope of relief provided by these exemptions might or might not cover all acts which might be construed as prohibited transactions. There can be no assurance that any of these, or any other exemption, will be available with respect to any particular transaction involving the notes and prospective purchasers that are Plans should consult with their advisors regarding the applicability of any such exemption.

The underwriters, the trustees, the depositor, the servicer or their affiliates may be the sponsor of, or investment advisor with respect to, one or more Plans. Because these parties may receive certain benefits in connection with the sale or holding of notes, the purchase of notes using plan assets over which any of these parties or their affiliates has investment authority might be deemed to be a violation of a provision of Title I of ERISA or Section 4975 of the Code. Accordingly, notes may not be purchased using the assets of any Plan if any of the underwriters, the trustees, the depositor, the servicer or their affiliates has investment authority for those assets, or is an employer maintaining or contributing to the Plan, unless an applicable prohibited transaction exemption is available to cover such purchase.

Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) and foreign plans are not subject to ERISA requirements; however, governmental or foreign plans may be subject to comparable non-U.S., federal, state or local law restrictions (such plans, together with Plans, are herein referred to as “Benefit Plans”).

By acquiring a note, each purchaser will be deemed to represent, warrant and covenant that either (i) it is not acquiring such note with the assets of a Benefit Plan, or (ii) the acquisition, holding and disposition of such notes will not give rise to either a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will be covered by a United States Department of Labor prohibited transaction class exemption or by some other applicable statutory or administrative exemption or a nonexempt violation under any other substantially similar law.

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The sale of notes to a Benefit Plan is in no respect a representation that this investment meets all relevant legal requirements with respect to investments

by Benefit Plans generally or by a particular Benefit Plan, or that this investment is appropriate for Benefit Plans generally or any particular Benefit Plan.

Prospective Benefit Plan investors should consult with their legal advisors concerning the impact of ERISA and Section 4975 of the Code or any other substantially similar applicable law, the effect of the assets of the issuer being deemed “plan assets” and the applicability of any applicable exemption prior to making an investment in the notes. Each Benefit Plan fiduciary should determine whether under the fiduciary standards of investment prudence and diversification, an investment in the notes is appropriate for the Benefit Plan, also taking into account the overall investment policy of the Benefit Plan and the composition of the Benefit Plan’s investment portfolio.

UNDERWRITING

Subject to the terms and conditions set forth in an underwriting agreement, the depositor has agreed to cause the trust to sell to the underwriters named below, and the underwriters have agreed to purchase, the principal amount of notes set forth below:

In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth in the underwriting agreement, to purchase all of

the notes if any of the notes are purchased. This obligation of the underwriters is subject to specified conditions precedent set forth in the underwriting agreement.

The depositor has been advised by the underwriters that it proposes to offer the notes to the public initially at the prices set forth on the cover of this prospectus supplement, and to specified dealers at these prices less the concessions and reallowance discounts set forth below:

The depositor and AHFC have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act of 1933, as

amended, or to contribute to payments which the underwriters may be required to make in respect thereof. However, in the opinion of the SEC, certain indemnification provisions for liability arising under the federal securities law are contrary to public policy and therefore unenforceable. In the ordinary course of their respective businesses, the underwriters and their respective affiliates have engaged and may engage in investment banking and/or commercial banking transactions with AHFC and its affiliates.

Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes Total

Class Selling Concession Reallowance DiscountA-1 A-2 A-3 A-4

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The notes are new issues of securities with no established trading market. The depositor has been advised by the underwriters that they intend to make a

market in the notes of each class as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the notes, and that market-making may be discontinued at any time without notice at the sole discretion of the underwriters. Accordingly, no assurance can be given as to the liquidity of, or trading markets for, the notes of any class.

The trust may, from time to time, invest funds in the accounts in Eligible Investments acquired from the underwriters in the ordinary coverage of business.

The underwriters have advised the depositor that, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, specified persons participating in this offering may engage in transactions, including stabilizing bids, syndicate covering transactions or the imposition of penalty bids, which may have the effect of stabilizing or maintaining the market price of the notes of any class at levels above those that might otherwise prevail in the open market. A ‘‘stabilizing bid’’ is a bid for or the purchase of the notes of any class on behalf of the underwriters for the purpose of fixing or maintaining the price of those notes. A ‘‘syndicate covering transaction’’ is the bid for or the purchase of those notes of any class on behalf of the underwriters to reduce a short position in curred by the underwriters in connection with this offering. A ‘‘penalty bid’’ is an arrangement permitting one of the underwriters to reclaim the selling concession otherwise accruing to another underwriter or syndicate member in connection with this offering if the notes of any class originally sold by the other underwriter or syndicate member are purchased by the reclaiming underwriter in a syndicate covering transaction and has therefore not been effectively placed by the other underwriter or syndicate member.

Stabilizing bids and syndicate covering transactions may have the effect of causing the price of the notes of any class to be higher than it might be in the absence thereof, and the imposition of penalty bids might also have an effect on the price of a note to the extent that it discourages resale of that note. Neither the depositor nor the underwriters makes any representation or prediction as to the direction or magnitude of any of that effect on the prices for the notes. Neither the depositor nor the underwriters makes any representation that the underwriters will engage in any of those transactions or that, once commenced, any of those transactions will not be discontinued without notice.

It is expected that delivery of the notes will be made against payment therefor on or about the Closing Date. Rule 15c6-1 of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, generally requires trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date hereof will be required, by virtue of the fact that the notes initially will settle two business days after the date hereof, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. It is suggested that purchasers of notes who wish to trade notes on the date hereof consult their own advisors.

Upon receipt of a request by an investor who has received an electronic prospectus from an underwriter or a request by such investor’s representative within the period during which there is an obligation to deliver a prospectus, AHFC, the depositor, or the underwriters will promptly deliver, or cause to be delivered, without charge, a paper copy of the prospectus.

Each underwriter will represent that (i) it has not offered or sold and, prior to the expiry of the period of six months from the closing date, will not offer or sell any notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended; (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets A ct 2000 (the ‘‘FSMA’’) with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom; (iii) it is a person of a kind described in Articles 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the ‘‘Financial Promotion Order’’); and (iv) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, in the United Kingdom any document received by it in connection with the issue of the notes to a person who is of a kind described in Articles 19 or 49 of the Financial Promotion Order or who is a person to whom such document may otherwise lawfully be communicated.

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Neither this prospectus nor the notes have been, or will be, available to other categories of persons in the United Kingdom and no-one falling outside such categories is entitled to rely on, and must not act on, any information in this prospectus. The transmission of this prospectus to any person in the United Kingdom other than the categories stated above is unauthorized and may contravene the FSMA. Capital Requirements Directive

European Union (“EU”) member states are in the process of implementing Article 122a of the Capital Requirements Directive 2006/48/EC (as amended by Directive 2009/111/EC) (“Article 122a”) that, among other things, places certain restrictions on the ability of an EU-regulated credit institution to invest in asset-backed securities. Article 122a requires such credit institutions to only invest in asset-backed securities in respect of which the sponsor or originator has disclosed to investors that it will retain a specified minimum net economic interest in the securitization transaction. Prior to investing in an asset-backed security, the credit institution must also be able to demonstrate that i t has a comprehensive and thorough understanding of the securitization transaction and its structural features by satisfying the due diligence requirements and ongoing monitoring obligations of Article 122a.

None of the sponsor, the depositor nor any of their respective affiliates is obligated to retain a material net economic interest in the securitization described in this prospectus supplement and the accompanying prospectus or to provide any additional information that may be required to enable a credit institution to satisfy the due diligence and monitoring requirements of Article 122a.

Failure of an EU-regulated credit institution (or any other EU-regulated investor that may become subject to Article 122a) to comply with one or more requirements for an investment in a securitization set forth in Article 122a in any material respect may result in the imposition of a penalty regulatory capital charge on the securities acquired by that credit institution. In addition, Article 122a and any other changes to the regulation or regulatory treatment of asset-backed securities may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of asset-backed securities such as the notes. Noteholders should analyze their own regulatory position, and are encouraged to consult with their own investment and legal advisors regarding compliance with Article 1 22a and the suitability of the notes for investment.

NOTICE TO CANADIAN RESIDENTS Resale Restrictions

The distribution of the notes in Canada is being made only on a private placement basis exempt from the requirement that the depositor, on behalf of the trust, prepare and file a prospectus with the securities regulatory authorities in each province where trades of notes are effected. Accordingly, any resale of the notes in Canada must be made in accordance with applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made in accordance with available statutory exemptions or pursuant to a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the notes.

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Representations of Purchasers

Each purchaser of notes in Canada who receives a purchase confirmation will be deemed to represent to the depositor, the servicer, the related trustee, the trust and the dealer from whom such purchase confirmation is received that (i) such purchaser is entitled under applicable provincial securities laws to purchase such notes without the benefit of a prospectus qualified under such securities laws, (ii) where required by law, that such purchaser is purchasing as principal and not as agent, and (iii) such purchaser has reviewed the text above under ‘‘—Resale Restrictions.’’ Rights of Action (Ontario Purchasers)

The securities being offered are those of a foreign issuing entity and Ontario purchasers will not receive the contractual right of action prescribed by Section 32 of the Regulation under the SECURITIES ACT (Ontario). As a result, Ontario purchasers must rely on other remedies that may be available, including common law rights of action for damages or rescission or rights of action under the civil liability provisions of the U.S. federal securities laws. Enforcement of Legal Rights

All of the issuer’s directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the issuer or such persons. All or a substantial portion of the assets of the issuer and such persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the issuer or such persons in Canada or to enforce a judgment obtained in Canadian courts against such issuer or persons outside of Canada. Notice to British Columbia Residents

A purchaser of notes to whom the Securities Act (British Columbia) applies is advised that such purchaser is required to file with the British Columbia Securities Commission a report within ten days of the sale of any notes acquired by such purchaser pursuant to this offering. Such report must be in the form attached to British Columbia Securities Commission Blanket Order BOR #95/17, a copy of which may be obtained from the depositor. Only one such report must be filed in respect of notes acquired on the same date and under the same prospectus exemption. Taxation and Eligibility for Investment

Canadian purchasers of notes should consult their own legal and tax advisors with respect to the tax consequences of an investment in the notes in their particular circumstances and with respect to the eligibility of the notes for investment by the purchaser under relevant Canadian legislation.

LEGAL OPINIONS

In addition to the legal opinions described in the accompanying prospectus, legal matters relating to federal income tax and California income tax will be passed upon for the trust by Bingham McCutchen LLP, legal matters relating to the notes and other matters for the depositor, the servicer and the trust will be passed upon by Alston & Bird LLP, certain legal matters relating to California law for the servicer and relating to Delaware law for the depositor and the trust will be passed upon by Luce, Forward, Hamilton & Scripps LLP and Richard Layton Finger PA respectively. Bingham McCutchen LLP will act as counsel to the underwriters.

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GLOSSARY

[“1992 Agreement” means the 1992 ISDA Master Agreement (Multi Currency-Cross Border).] ‘‘ABS Tables’’ means the tables captioned ‘‘Percentage of Initial Class A Note Principal at Various ABS Percentages’’ on pages S-[ ] through S-[ ] in this prospectus supplement. ‘‘Advances’’ means amounts advanced by the servicer to the trust for shortfalls in scheduled payments of interest on the Receivables, in an amount equal to the difference between (1) the product of the principal balance of each Receivable as of the first day of the related Collection Period and one-twelfth of its APR, and (2) the amount of interest actually received from the Obligor, if less. ‘‘Available Amounts’’ means the sum of the following amounts (without duplication) received or allocated by the servicer on or in respect of the Receivables during the related Collection Period (which shall be calculated in accordance with the simple interest method):

but excluding the following amounts:

‘‘Certificateholders’ Distributable Amount’’ means, with respect to any Payment Date, the sum of the Certificateholders’ Interest Distributable Amount and the Certificateholders’ Principal Distributable Amount for that Payment Date. ‘‘Certificateholders’ Interest Carryover Shortfall’’ means, with respect to any Payment Date, the excess, if any, of the sum of the Certificateholders’ Monthly Interest Distributable Amount for the preceding Payment Date plus any outstanding Certificateholders’ Interest Carryover Shortfall on the preceding Payment Date, over the amount of interest that is actually paid on the certificates on the preceding Payment Date, plus, to the extent permitted by applicable law, interest on the Certificateholders’ Interest Carryover Shortfall at the Pass Through Rate for the Interest Period.

• all collections on or in respect of the Receivables other than Defaulted Receivables;

• all Net Liquidation Proceeds;

• all Advances made by the servicer;

• all Warranty Purchase Payments with respect to Warranty Receivables repurchased by the depositor in respect of that Collection Period;

• [the amount (if positive) of any payment (including any Swap Termination Payment) to be made by the Swap Counterparty to the trust on such Payment Date, net of any payment (including any Swap Termination Payment) to be made by the trust to the Swap Counterparty on such Payment Date, in each case calculated pursuant to the Swap Agreement;]

• all Administrative Purchase Payments with respect to Administrative Receivables purchased by the servicer in respect of that Collection Period; and

• any Yield Supplement Withdrawal Amounts;

• amounts received on a particular Receivable (other than a Defaulted Receivable) to the extent that the servicer has previously made an unreimbursed Advance in respect of that Receivable;

• Net Liquidation Proceeds with respect to a particular Receivable to the extent of unreimbursed Advances in respect of that Receivable; and

• [the amount (if positive) of any payment to be made by the trust to the Swap Counterparty on such Payment Date, net of any payment to be made by the Swap Counterparty to the trust on such Payment Date, in each case calculated pursuant to the Swap Agreement].

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‘‘Certificateholders’ Interest Distributable Amount’’ means with respect to any Payment Date, the sum of the Certificateholders’ Monthly Interest Distributable Amount and the Certificateholders’ Interest Carryover Shortfall for one or more prior Payment Dates. ‘‘Certificateholders’ Monthly Interest Distributable Amount’’ means, with respect to any Payment Date, interest accrued for the related Interest Period at the Pass Through Rate on the outstanding principal balance of the certificates on the immediately preceding Payment Date, after giving effect to all payments of principal to certificateholders on or prior to that Payment Date (or, in the case of the first Payment Date, on the Initial Certificate Balance). ‘‘Certificateholders’ Monthly Principal Distributable Amount’’ means, with respect to any Payment Date, the Certificateholders’ Percentage of the Principal Distributable Amount for that Payment Date. ‘‘Certificateholders’ Percentage’’ means:

‘‘Certificateholders’ Principal Carryover Shortfall’’ means, with respect to any Payment Date, the excess of the Certificateholders’ Monthly Principal Distributable Amount plus any outstanding Certificateholders’ Principal Carryover Shortfall for the preceding Payment Date, over the amount in respect of principal that is actually distributed to the certificateholders on that Payment Date. ‘‘Certificateholders’ Principal Distributable Amount’’ means, with respect to any Payment Date, the sum of the Certificateholders’ Monthly Principal Distributable Amount for that Payment Date, and any outstanding Certificateholders’ Principal Carryover Shortfall as of the close of the immediately preceding Payment Date. The Certificateholders' Principal Distributable Amount shall not exceed the Certificate Balance. [“Class A-[_] Fixed Rate” means [___]%. ] [“Class A-[_] Interest Amount” means the amount to be paid by the Swap Counterparty to the trust in respect of the class A-[_] notes on any Payment Date, which will be the amount of interest that accrued on a notional amount equal to the outstanding principal balance of the class A-[_] notes as of the preceding Payment Date at the related annualized floating interest rate as set forth on the cover of this prospectus supplement from the preceding Payment Date to such current Payment Date.] [“Class A-[_] Swap Interest Amount” means the amount to be paid by the trust to the Swap Counterparty in respect of the class A-[_] notes on any Payment Date, which will be the amount deemed to accrue on a notional amount equal to the outstanding principal balance of the class A-[_] notes as of the preceding Payment Date at the Class A-[_] Fixed Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months.] [“Class A-[_] Fixed Rate” means [___]%.] [“Class A-[_] Interest Amount” means the amount to be paid by the Swap Counterparty to the trust in respect of the class A-[_] notes on any Payment Date, which will be the amount of interest that accrued on a notional amount equal to the outstanding principal balance of the class A-[_] notes as of the preceding Payment Date at the related annualized floating interest rate as set forth on the cover of this prospectus supplement from the preceding Payment Date to such current Payment Date.]

• for each Payment Date until all of the notes have been paid in full, 0%; and

• thereafter, 100%.

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[“Class A-[_] Swap Interest Amount” means the amount to be paid by the trust to the Swap Counterparty in respect of the class A-[_] notes on any Payment Date, which will be the amount deemed to accrue on a notional amount equal to the outstanding principal balance of the class A-[_] notes as of the preceding Payment Date at the Class A-[_] Fixed Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months.] “Clean-up Call Option” is defined on page S-70. ‘‘Collection Period’’ means the period commencing on the first day of the applicable month (or in the case of the first collection period, the Cutoff Date) and ending on the last day of the applicable month, and with respect to each Payment Date is the month immediately preceding such Payment Date. ‘‘Current Receivable’’ means any Receivable that is not a Defaulted Receivable or a Liquidated Receivable. ‘‘Defaulted Receivable’’ means a Receivable (other than an Administrative Receivable or a Warranty Receivable) as to which, (a) all or part of a scheduled payment is 120 days or more than 120 days past due and the servicer has not repossessed the related Financed Vehicle or (b) the servicer has, in accordance with its customary servicing procedures, determined that eventual payment in full is unlikely and has either repossessed and liquidated the related Financed Vehicle or repossessed and held the related Financed Vehicle and held in its repossession inventory for 90 days, whichever occurs first. “Discount Receivable” means a Receivable that has an APR which is less than the Required Rate. ‘‘Eligible Investments’’ means the list of permitted investments specified in the sale and servicing agreement and are limited to investments which meet the criteria of each rating agency from time to time as being consistent with its then-current ratings of the notes. See “Description of the Transfer and Servicing Agreements; Eligible Investments” in the base prospectus for a list of Eligible Investments. ‘‘Financed Vehicle’’ means each new or used Honda and Acura motor vehicle [or new or used Honda motorcycle] that was purchased by the related Obligor and which secures the related Receivable. ‘‘Initial Pool Balance’’ means the Pool Balance of the Receivables as of the Cutoff Date, which is equal to approximately $[________]. ‘‘Interest Period’’ means (1) with respect to the class A-1 notes, class A-[_] notes and class A-[_] notes, the period from and including the most recent Payment Date on which interest has been paid (or, in the case of the first Payment Date, the Closing Date) to but excluding the next succeeding Payment Date and (2) with respect to the class A-[_] notes, the period from and including the [__] day of the calendar month (or, in the case of the first Payment Date, the Closing Date) to but excluding the [__] day of the next calendar month. [“ISDA” means the International Swaps and Derivatives Association, Inc.] [“LIBOR Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions in the State of New York or in the city of London, England are required or authorized by law to be closed.] [“LIBOR Determination Date” means approximately 11:00 a.m. London time, two London business days prior to the Payment Date immediately preceding such Payment Date (or, in the case of the initial Payment Date, for a period from the Closing Date to but excluding the initial Payment Date, two London business days prior to the Closing Date).]

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‘‘Liquidated Receivable’’ means any Receivable that has been the subject of a prepayment in full or otherwise has been paid in full or, in the case of a Defaulted Receivable, a Receivable as to which the servicer has determined that the final amounts in respect thereof have been paid. ‘‘Net Liquidation Proceeds’’ means all amounts realized on Defaulted Receivables from whatever sources (including, without limitation, proceeds of any insurance policy), net of expenses incurred by the servicer in accordance with its customary servicing procedures and amounts required by law to be refunded to the related Obligor. ‘‘Noteholders’ Distributable Amount’’ means with respect to any Payment Date, the sum of the Noteholders’ Interest Distributable Amount for all classes of notes plus the Noteholders’ Principal Distributable Amount for that Payment Date. ‘‘Noteholders’ Interest Carryover Shortfall’’ means, with respect to any Payment Date and any class of notes, the excess, if any, of the sum of the Noteholders’ Monthly Interest Distributable Amount for that class for the preceding Payment Date plus any outstanding Noteholders’ Interest Carryover Shortfall for that class on that preceding Payment Date, over the amount in respect of interest that is actually paid on the notes of that class on that preceding Payment Date, plus, to the extent permitted by applicable law, interest on the Noteholders’ Interest Carryover Shortfall at the related interest rate for the related Interest Period. ‘‘Noteholders’ Interest Distributable Amount’’ means with respect to any Payment Date, the sum of the Noteholders’ Monthly Interest Distributable Amount for all classes of notes and the Noteholders’ Interest Carryover Shortfall for all classes of notes. “Noteholders' Monthly Interest Distributable Amount” means, with respect to any Payment Date and a class of notes, interest accrued for the related Interest Period at the related Interest Rate for that class on the outstanding principal amount of that class on the immediately preceding Payment Date, after giving effect to all payments of principal to Noteholders of that class on or prior to that Payment Date (or, in the case of the first Payment Date, on the original principal amount of that class). “Noteholders' Monthly Principal Distributable Amount” means, with respect to any Payment Date, the Noteholders' Percentage of the Principal Distributable Amount for that Payment Date. ‘‘Noteholders’ Percentage’’ means, with respect to any Payment Date:

‘‘Noteholders’ Principal Carryover Shortfall’’ means, with respect to any Payment Date, the excess, if any, of the sum of the Noteholders’ Monthly Principal Distributable Amount plus any outstanding Noteholders’ Principal Carryover Shortfall for the preceding Payment Date over the amount in respect of principal that is actually paid as principal on the notes on that Payment Date. ‘‘Noteholders’ Principal Distributable Amount’’ means, with respect to any Payment Date and any class of notes, the sum of:

• for each Payment Date until the aggregate principal amount of each class of notes has been paid in full, 100%; and

• thereafter, 0%.

• the Noteholders’ Monthly Principal Distributable Amount;

• any outstanding Noteholders’ Principal Carryover Shortfall of that class as of the close of the immediately preceding Payment Date; and

• on the Final Scheduled Payment Date for that class of notes, the amount necessary to reduce the outstanding principal amount of that class of notes to zero; provided, however, that the Noteholders’ Principal Distributable Amount with respect to a class of notes shall not exceed the outstanding principal amount of that class.

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[“One-Month LIBOR” means the rate per annum of deposits in United States dollars having a one-month maturity that appears on Reuters Screen LIBOR01 Page as of the LIBOR Determination Date. In the event that no rate for one-month dollar deposits appears on Reuters Screen LIBOR01 Page on the applicable LIBOR Determination Date, the One-Month LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar deposits are offered to the prime banks in the London interbank market by four major banks in that market selected by the indenture trustee as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in New York City selected by the indenture trustee as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date. If no such quotation can be obtained, One-Month LIBOR for such payment date will be One-Month LIBOR for the prior payment date.] “Pass Through Rate” means, for the certificates and each Payment Date, [__]% per annum. ‘‘Payment Date’’ means the day of each month on which payments are made on the notes, which is the [__] day of each month or if the [__] day of the month is not a business day, payments on the notes will be made on the next business day. The first Payment Date will occur on [_____, 20__]. ‘‘Principal Distributable Amount’’ means, with respect to any Payment Date and the related Collection Period, the sum of the following amounts:

‘‘Pool Balance’’ means, as of any date of measurement, the aggregate principal balance of the Receivables. “Rating Agencies” means each rating agency hired by the sponsor to rate the Notes. “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 Depositor, 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. ‘‘Required Rate’’ with respect to each Receivable, means [____]%. [“Senior Swap Termination Payment” means any Swap Termination Payment other than a Subordinate Swap Termination Payment.] ‘‘Servicer Default’’ means the occurrence and continuing of any of the following events:

• the principal portion of all scheduled payments actually received during the related Collection Period,

• the principal portion of all Prepayments received for the related Collection Period (to the extent such amounts are not included in the first bullet point above),

• the Principal Balance of each Receivable that the servicer became obligated to purchase or the depositor became obligated to repurchase (to the extent those amounts are not included in the two bullet points above), and

• the Principal Balance of each Receivable that became a Defaulted Receivable during that Collection Period (to the extent those amounts are not included in the three bullet points above).

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‘‘Servicing Fee’’ means, with respect to each Collection Period, the Servicing Rate multiplied by the Pool Balance as of the first day of the related Collection Period or, in the case of the first Payment Date, the Pool Balance as of the Cutoff Date. ‘‘Servicing Rate’’ means one-twelfth of 1.00%. ‘‘Specified Reserve Fund Balance’’ means, with respect to any Payment Date, an amount equal to [__]% of the Initial Pool Balance. [“Subordinate Swap Termination Payment” means any Swap Termination Payment resulting from a Swap Termination where the Swap Counterparty is the Defaulting Party or sole Affected Party (as defined in the Swap Agreement) other than Swap Terminations arising from a Tax Event or Illegality (each as defined in the Swap Agreement).] [“Swap Agreement” means the 1992 Master Agreement between the trust and the Swap Counterparty, as modified to reflect the transactions described in this prospectus supplement.] [“Swap Counterparty” means [__________].] [“Swap Event of Default” means the occurrence of an “Event of Default” under the Swap Agreement, as defined in the Swap Agreement.] [“Swap Termination” means the occurrence of an “Early Termination Date” under the Swap Agreement, as defined in the Swap Agreement.] [“Swap Termination Event” means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.] [“Swap Termination Payment” means, the termination payment that the trust or the Swap Counterparty may be liable to make to the other upon the occurrence of a Swap Termination, in some cases regardless of which of such parties may have caused such termination.]

• any failure by the servicer to deliver to the applicable trustee for deposit in any account any required payment or to direct the indenture trustee to make the required payments therefrom and that failure continues unremedied for three business days after discovery thereof by the servicer or after the giving of written notice of such failure to (1) the servicer by the owner trustee or the indenture trustee, as applicable or (2) the servicer and the owner trustee or the indenture trustee, as applicable, of written notice of the failure from not less than 25% of the outstanding amount of the notes;

• any failure by the servicer (or the depositor, as long as AHFC is the servicer) to duly observe or perform in any material respect any other covenants or agreements in the sale and servicing agreement, which failure materially and adversely affects the rights of the noteholders, and which failure continues unremedied for 90 days after the giving of written notice of the failure to (a) the servicer or the depositor, as the case may be, by the owner trustee or the indenture trustee, as applicable, or (b) the servicer or the depositor, as the case may be, and the owner trustee or the indenture trustee by the holders of notes evidencing not less than 25% of the outstanding amount of the notes; or

• the occurrence of an Insolvency Event (as defined in the accompanying prospectus) of the servicer (or the depositor, as long as AHFC is the servicer).

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‘‘Yield Supplement Amount’’ means the aggregate amount by which one month’s interest on the principal balance, as of the first day of the related Collection Period, of each Discount Receivable (other than a Discount Receivable that is a Defaulted Receivable) at a rate equal to the Required Rate, exceeds one month’s interest on such principal balance at the APR of each such Receivable. ‘‘Yield Supplement Withdrawal Amount’’ means the lesser of (1) the amount on deposit in the yield supplement account and (2) the sum of (A) the Yield Supplement Amount, and (B) after giving effect to the withdrawal of the Yield Supplement Amount, the amount by which the amount on deposit in the yield supplement account exceeds the maximum amount required to be on deposit therein on the immediately succeeding Payment Date.

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ANNEX A

GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

Except in limited circumstances, the globally offered class A notes (the ‘‘Global Securities’’) will be available only in book-entry form. Investors in the

Global Securities may hold the Global Securities through any of The Depository Trust Company (‘‘DTC’’) or, upon request, through Clearstream Banking, société anonyme (‘‘Clearstream, Luxembourg’’) or the Euroclear System (‘‘Euroclear’’). The Global Securities will be tradable as home market instruments in both the European and U.S. domestic markets. Initial settlement and all secondary trades will settle in same-day funds.

Secondary market trading between investors holding Global Securities through Clearstream, Luxembourg and Euroclear will be conducted in the ordinary way in accordance with their normal rules and operating procedures and in accordance with conventional eurobond practice (i.e., seven calendar day settlement).

Secondary market trading between investors holding Global Securities through DTC will be conducted according to the rules and procedures applicable to U.S. corporate debt obligations and prior asset-backed securities issues.

Secondary cross-market trading between Clearstream, Luxembourg or Euroclear and DTC Participants holding securities will be effected on a delivery-against-payment basis through the respective depositaries of Clearstream, Luxembourg and Euroclear, in this capacity, and as DTC Participants.

Non-U.S. holders, as described below, of Global Securities will be subject to U.S. withholding taxes unless those holders meet particular requirements and deliver appropriate U.S. tax documents to the securities clearing organizations or their participants. Initial Settlement

All Global Securities will be held in book-entry form by DTC in the name of Cede & Co. as nominee of DTC. Investors’ interests in the Global Securities will be represented through financial institutions acting on their behalf as direct and indirect Participants in DTC. As a result, Clearstream, Luxembourg and Euroclear will hold positions on behalf of their participants through their respective depositaries, which in turn will hold the positions in accounts as DTC Participants.

Investors electing to hold their Global Securities through DTC will follow the settlement practices of prior asset-backed securities issues. Investor securities custody accounts will be credited with their holdings against payment in same-day funds on the settlement date.

Investors electing to hold their Global Securities through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures applicable to conventional eurobonds, except that there will be no temporary global security and no ‘‘lock-up’’ or restricted period. Global Securities will be credited to the securities custody accounts on the settlement date against payment in same-day funds. Secondary Market Trading

Since the purchaser determines the place of delivery, it is important to establish at the time of the trade where both the purchaser’s and depositor’s accounts are located to ensure that settlement can be made on the desired value date.

Trading between DTC Participants. Secondary market trading between DTC Participants will be settled using the procedures applicable to prior asset-backed securities issues in same-day funds.

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Trading between Clearstream, Luxembourg and/or Euroclear Participants. Secondary market trading between Clearstream, Luxembourg Participants or Euroclear Participants will be settled using the procedures applicable to conventional eurobonds in same-day funds.

Trading between DTC Depositor and Clearstream, Luxembourg or Euroclear Participants. When Global Securities are to be transferred from the account of a DTC Participant to the account of a Clearstream, Luxembourg Participant or a Euroclear Participant, the purchaser will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. Clearstream, Luxembourg or Euroclear will instruct the respective Depositary, as the case may be, to receive the Global Securities against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment date to and excluding the settlement date, on the basis of a 360-day year of twelve 3 0-day months or a 360-day year and the actual number of days in the accrual period, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. Payment will then be made by the respective Depositary of the DTC Participant’s account against delivery of the Global Securities. After settlement has been completed, the Global Securities will be credited to the respective clearing system and by the clearing system, in accordance with its usual procedures, to the Clearstream, Luxembourg Participant’s or Euroclear Participant’s account. The securities credit will appear the next day (European time) and the cash debt will be back-valued to, and the interest on the Global Securities will accrue from, the value date, which would be the preceding day when settlement occurred in New York. If settlement is not completed on the intended value date, i.e., the trade fails, the Clearstream, Luxembourg or Euroc lear cash debt will be valued instead as of the actual settlement date.

Clearstream, Luxembourg Participants and Euroclear Participants will need to make available to the respective clearing systems the funds necessary to process same-day funds settlement. The most direct means of doing so is to pre-position funds for settlement, either from cash on hand or existing lines of credit, as they would for any settlement occurring within Clearstream, Luxembourg or Euroclear. Under this approach, they may take on credit exposure to Clearstream, Luxembourg or Euroclear until the Global Securities are credited to their accounts one day later.

As an alternative, if Clearstream, Luxembourg or Euroclear has extended a line of credit to them, Clearstream, Luxembourg Participants or Euroclear Participants can elect not to pre-position funds and allow that credit line to be drawn upon to finance settlement. Under this procedure, Clearstream, Luxembourg Participants or Euroclear Participants purchasing Global Securities would incur overdraft charges for one day, assuming they cleared the overdraft when the Global Securities were credited to their accounts. However, interest on the Global Securities would accrue from the value date. Therefore, in many cases the investment income on the Global Securities earned during that one-day period may substantially reduce or offset the amount of the overdraft charges, although this result will depend on each Clearstream, Luxembourg Participant& #8217;s or Euroclear Participant’s particular cost of funds.

Since the settlement is taking place during New York business hours, DTC Participants can employ their usual procedures for sending Global Securities to the respective European Depositary for the benefit of Clearstream, Luxembourg Participants or Euroclear Participants. The sale proceeds will be available to the DTC depositor on the settlement date. Thus, to the DTC Participants a cross-market transaction will settle no differently than a trade between two DTC Participants.

Trading between Clearstream, Luxembourg or Euroclear Depositor and DTC Purchaser. Due to time zone differences in their favor, Clearstream, Luxembourg Participants and Euroclear Participants may employ their customary procedures for transactions in which Global Securities are to be transferred by the respective clearing system, through the respective Depositary, to a DTC Participant. The depositor will send instructions to Clearstream, Luxembourg or Euroclear through a Clearstream, Luxembourg Participant or Euroclear Participant at least one business day prior to settlement. In these cases, Clearstream, Luxembourg or Euroclear will instruct the Relevant Depositary, as appropriate, to deliver the Global Securities to the DTC Participant’s account against payment. Payment will include interest accrued on the Global Securities from and including the last coupon payment to and excluding the settlement date on the basis of a 360-day year of twelve 30-day months or a 360-day year and the actual number of days in the accrual period, as applicable. For transactions settling on the 31st of the month, payment will include interest accrued to and excluding the first day of the following month. The payment will then be reflected in the account of the Clearstream, Luxembourg Participant or Euroclear Participant the following day, and receipt of the cash proceeds in the Clearstream, Luxembourg Participant’s or Euroclear Participant’s account would be back-valued to the value date, which would be the preceding day, when settlement occurred in New York. Should the Clearstream, Luxembourg Participant or Euroclear Participant have a line of credit with its respective clearing system and elect to be in debt in anticipation of receipt of the sale proceeds in its account, the back valuation will extinguish any overdraft incurred over that one-day period. If settlement is not completed on the intended value date, i.e., the trade fails, receipt of the cash proceeds in the Clearstream, Luxembourg Participant’s or Euroclear Participant’s account would instead be valued as of the actual settlement date.

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Finally, day traders that use Clearstream, Luxembourg or Euroclear and that purchase Global Securities from DTC Participants for delivery to Clearstream, Luxembourg Participants or Euroclear Participants should note that these trades would automatically fail on the sale side unless affirmative action were taken. At least three techniques should be readily available to eliminate this potential problem:

(1) borrowing through Clearstream, Luxembourg or Euroclear for one day, until the purchase side of the day trade is reflected in their Clearstream, Luxembourg or Euroclear accounts, in accordance with the clearing system’s customary procedures;

(2) borrowing the Global Securities in the U.S. from a DTC Participant no later than one day prior to settlement, which would give the Global Securities sufficient time to be reflected in their Clearstream, Luxembourg or Euroclear account in order to settle the sale side of the trade; or

(3) staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC Participant is at least one day prior to the value date for the sale to the Clearstream, Luxembourg Participant or Euroclear Participant. Certain U.S. Federal Income Tax Documentation Requirements

A beneficial owner of Global Securities holding securities through Clearstream, Luxembourg or Euroclear, or through DTC if the holder has an address outside the U.S., will be subject to the 30% U.S. withholding tax that generally applies to payments of interest, including original issue discount, on registered debt issued by U.S. Persons, unless:

(1) each clearing system, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business in the chain of

intermediaries between the beneficial owner and the U.S. entity required to withhold tax complies with applicable certification requirements and

(2) the beneficial owner takes one of the steps described below to obtain an exemption or reduced tax rate.

This summary does not deal with all aspects of U.S. federal income tax withholding that may be relevant to foreign holders of the Global Securities as well as the application of the withholding regulations. You should consult with your own tax advisors for specific advice regarding your holding and disposing of the Global Securities.

Exemption for Non-U.S. Persons—Form W-8BEN. A beneficial owner of Global Securities that is a Non-U.S. Person whose income is not effectively connected with the conduct of a trade or business within the United States by the Beneficial Owner (other than an intermediary, withholding partnership or withholding trust), as defined below, can obtain a complete exemption from the withholding tax by providing a signed Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding (or, in the case of a government entity, a form W-8EXP). Generally, a W-8BEN is valid for a period beginning on the date that the form is signed and ending on the last day of the third succeeding calendar year absent a change in information. A Form W-8BEN pr ovided with a U.S. Taxpayer Identification Number, however, is valid until a change in circumstances renders any information on the form incorrect, provided that the withholding agent reports on Form 1042-S at least one payment annually to such beneficial owner. If the information shown on form W-8BEN changes, a new Form W-8BEN must be filed within 30 days of the change.

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Exemption for Non-U.S. Persons with effectively connected income—Form W-8ECI. A Non-U.S. Person (other than an intermediary, withholding partnership or withholding trust) may claim an exemption from U.S. withholding on income effectively connected with the conduct of a trade or business in the United States by providing Form W-8ECI, Certificate of Foreign Person’s Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States. The Form W-8ECI is valid for a period beginning on the date that the form is signed and ending on the last day of the third succeeding calendar year, absent a change in information. If the information shown on Form W-8ECI changes, a new Form W-8ECI must be filed within 30 days of the change.

Exemption or reduced rate for Non-U.S. Persons resident in treaty countries—Form W-8BEN. A Non-U.S. Person (other than an intermediary, withholding partnership or withholding trust) may generally claim treaty benefits by providing Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding. Generally, a Form W-8BEN is valid for a period beginning on the date that the form is signed and ending on the last day of the third succeeding calendar year, absent a change in information. A Form W-8BEN provided with a U.S. Taxpayer Identification Number, however, is valid until a change in circumstances renders any information on the form incorrect, provided that the withholding agent reports on Form 1042-S at least one payment annually to such beneficial owner.

Exemption for U.S. Persons—Form W-9. U.S. Persons can obtain a complete exemption from the withholding tax by filing Form W-9, Payer’s Request for Taxpayer Identification Number and Certification. A ‘‘U.S. Person’’ is:

(1) a citizen or resident of the United States;

(2) a corporation or partnership (including an entity treated as a corporation or partnership for United States federal income tax purpose) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

(3) an estate that is subject to U.S. federal income tax regardless of the source of its income; or

(4) a trust if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) such trust was in existence on August 20, 1996 and is eligible to elect, and has made a valid election, to be treated as a U.S. Person despite not meeting the requirements of clause (a). A ‘‘Non-U.S. Person’’ is any person who is not a U.S. Person.

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HONDA AUTO RECEIVABLES 20[__]-[_] OWNER TRUST Issuing Entity

$[__________]

Asset Backed Notes, Series 20[__]-[_],

$[__________] Class A-1 Notes $[__________] Class A-2 Notes $[__________] Class A-3 Notes $[__________] Class A-4 Notes

AMERICAN HONDA RECEIVABLES LLC

Depositor

AMERICAN HONDA FINANCE CORPORATION Sponsor, Originator, Servicer and Administrator

PROSPECTUS SUPPLEMENT

Joint Bookrunners

[_____________] [_____________]

Co-Managers

[__________] [__________] [__________]

No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in or incorporated by reference in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the depositor or the underwriters. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstance create an implication that there has been no change in the affairs of the depositor or the receivables since the date thereof. This prospectus does not constitute an offer or solicitation by anyone in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make suc h offer or solicitation. Until [________, 20___] (90 days after the date of this prospectus supplement), all dealers effecting transactions in the notes, whether or not participating in this distribution, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PROSPECTUS

Honda Auto Receivables Trusts Asset Backed Notes

American Honda Receivables LLC,

Depositor

American Honda Finance Corporation, Sponsor, Originator, Servicer and Administrator

The Issuing Entities:

The Notes of Each Series:

You should review carefully the factors set forth under ‘‘Risk Factors’’ beginning on page 11 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the securities or determined that this prospectus or the accompanying prospectus supplement is accurate or complete. Any representation to the contrary is a criminal offense. The amounts, prices and terms of each offering of the notes will be determined at the time of sale and will be described in a prospectus supplement that will be attached to this prospectus. This prospectus may be used to offer and sell any series of notes only if accompanied by the prospectus supplement for that series.

The date of this prospectus is , 20 .

1. A new issuing entity will be formed to issue each series of notes and a particular issuing entity may issue multiple classes of notes;

2. Each issuing entity will consist of:

● a pool of retail installment sale contracts secured by new or used Honda or Acura motor vehicles (including automobiles and light-duty trucks) and/or new or used Honda motorcycles;

● one or more of the items representing credit enhancement described in this prospectus which will be specified in the accompanying prospectus supplement relating to each series of notes; and

● other assets described in this prospectus which will be specified in the accompanying prospectus supplement relating to each series of notes.

1. will be asset-backed securities sold periodically in one or more series;

2. will be paid only from the assets of the related issuing entity and any form of credit enhancement;

3. will be issued as part of a designated series that may include one or more classes; and

4. will be treated as indebtedness of the issuing entity.

TABLE OF CONTENTS

Page IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT 4 SUMMARY OF TERMS 5 RISK FACTORS 11 DEFINED TERMS 21 THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER 21

General 21Securitization Experience 22Origination 22Servicing Experience 23

THE DEPOSITOR 23 THE TRUSTEES 24 FORMATION OF THE ISSUING ENTITIES 24 PROPERTY OF THE ISSUING ENTITIES 25 THE RECEIVABLES 26

Underwriting of Motor Vehicle and Motorcycle Loans 27Credit Metric – Credit Grade 28Servicing of the Receivables 28Third Party Collections and Repossessions 29

USE OF PROCEEDS 29 WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES 30

The Issuing Entity 30The Depositor 30Static Pool Data 31

WEIGHTED AVERAGE LIFE OF THE NOTES 31 POOL FACTORS AND TRADING INFORMATION 32 THE NOTES 33

General 33Principal and Interest on the Notes 33The Indenture 34

THE CERTIFICATES 39

General 39Principal and Interest on the Certificates 39

1

TABLE OF CONTENTS

(continued)

Page CERTAIN INFORMATION REGARDING THE SECURITIES 40

Fixed Rate Securities 40Floating Rate Securities 40Derivative and Other Cash Flow Enhancement Arrangements 48Variable Funding Note 49Pro-Rata Pay/Subordinate Securities 49Revolving Period 49Prefunding Period 49Book-Entry Registration 50Definitive Securities 53

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS 54

Sale and Assignment of Receivables 54Accounts 56Servicing Procedures 57Insurance on Financed Vehicles 59Collections 59Advances 60Servicing Compensation 60Distributions on the Securities 61Credit and Cash Flow Enhancement 62Net Deposits 64Statements to Trustees and the Trust 64Statements to Securityholders 64Evidence as to Compliance 66Certain Matters Regarding the Servicer 66Servicer Default 66Rights Upon Servicer Default 67Waiver of Past Defaults 68Amendment 68List of Securityholders 69Insolvency Event 69Payment of Notes 69Termination 69Administration Agreement 70

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES 72

General 72Security Interests 73Repossession 75Notice of Sale; Redemption Rights 75Deficiency Judgments and Excess Proceeds 75Certain Bankruptcy Considerations 76Dodd-Frank Act Orderly Liquidation Authority Provisions 77Consumer Protection Laws 80Forfeiture for Drug, RICO and Money Laundering Violations 81Other Limitations 81

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 82 STATE TAX CONSIDERATIONS 85

2

TABLE OF CONTENTS

(continued)

Page ERISA CONSIDERATIONS 86 UNDERWRITING 86 LEGAL OPINIONS 86 GLOSSARY 88

3

IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND

THE ACCOMPANYING PROSPECTUS SUPPLEMENT

We provide information to you about the notes in two separate documents that progressively provide varying levels of detail:

We have started with an introductory section describing the issuing entity and the notes in abbreviated form, followed by a more complete description of

the terms. The introductory section is the Summary of Terms, which gives a brief introduction to the notes to be offered.

Whenever we use words like ‘‘intends,’’ ‘‘anticipates’’ or ‘‘expects’’ or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements in this prospectus speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

• This prospectus, which provides general information, some of which may not apply to a particular series of notes including your series, and

• The accompanying prospectus supplement, which will describe the specific terms of the offered notes.

4

SUMMARY OF TERMS

The following summary highlights selected information from this prospectus and provides a general overview of relevant terms of the notes. You should

read carefully this entire document and the accompanying prospectus supplement to understand all of the terms of the offering.

Issuing Entity The trust to be formed for each series of notes. The issuing entity will be formed by a trust agreement between the depositor and the trustee of the issuing entity.

Depositor American Honda Receivables LLC, a wholly owned, limited purpose subsidiary of American Honda Finance Corporation.

Sponsor, Originator, Servicer and Administrator

American Honda Finance Corporation, a wholly owned subsidiary of American Honda Motor Co., Inc. American Honda Motor Co., Inc. is the exclusive distributor of Honda and Acura motor vehicles, Honda motorcycles and Honda and Acura parts and accessories, and is the primary authorized distributor of Honda power equipment, in the United States. American Honda Motor Co., Inc. is a wholly owned subsidiary of Honda Motor Co., Ltd., a corporation organized under the laws of Japan.

Owner Trustee The owner trustee for each series of notes will be named in the prospectus supplement for that series.

Indenture Trustee The trustee for the indenture pursuant to which the notes will be issued will be named in the prospectus supplement for that series.

Securities Offered Notes—A series of notes may include one or more classes of notes. Notes of a series will be issued pursuant to an indenture.

Securities Not Offered The certificates will represent fractional undivided interests in the issuing entity. Payments of interest on and principal of the certificates are subordinated to the payments of interest on and principal of the notes as described herein and in the related prospectus supplement. The certificates are not being offered by the related prospectus supplement and initially will be retained by the depositor. Any information in this prospectus regarding the certificates is intended only to give you a better understanding of the notes.

Terms of the Notes The terms of each class of notes in a series described in the accompanying prospectus supplement will include the following:

• the stated principal amount of each class of notes and the stated certificate balance of each class of certificates; and

• the interest rate (which may be fixed, variable, adjustable or some combination of these rates) or method of determining the interest rate.

5

A class of notes may differ from other classes of notes and a class of certificates may differ from other classes of certificates in one or more aspects, including:

• timing and priority of payments;

• seniority;

• allocation of losses;

• interest rate or formula for determining the interest rate;

• amount of interest or principal payments;

• whether interest or principal will be payable to holders of the class if specified events occur;

• the right to receive collections from designated portions of the receivables owned by the issuing entity; and

• the ability of holders of a class to direct the trustee to take specified remedies.

The Receivables Purchasers of Honda and Acura motor vehicles or Honda motorcycles often finance their purchases by entering into retail installment sale contracts with Honda and Acura dealers who then resell the contracts to American Honda Finance Corporation. These contracts are referred to as receivables, and the underlying motor vehicles and motorcycles are referred to as the financed vehicles. The purchasers of the financed vehicles are referred to as the obligors. The terms of the contracts must meet specified American Honda Finance Corporation requirements.

On or before the date the notes and certificates (collectively the “securities”) of a series are issued, American Honda Finance Corporation will sell a specified amount of receivables to American Honda Receivables LLC, the depositor. The depositor will then sell those receivables to the issuing entity. The sale by the depositor to the issuing entity will be documented under a sale and servicing agreement among the depositor, the servicer and the issuing entity.

The receivables to be sold by American Honda Finance Corporation will be described in the accompanying prospectus supplement.

6

The Issuing Entity’s Property The property of each issuing entity:

• will be described in the accompanying prospectus supplement;

• will primarily be a pool of receivables secured by new and used motor vehicles and/or new and used motorcycles and amounts due or collected under the receivables on or after a specified cutoff date; and

• will include assets related to the receivables including:

• security interests in the motor vehicles and/or motorcycles;

• proceeds from claims on related insurance policies;

• the rights of the depositor in rebates of premiums and other amounts relating to insurance policies and other items financed under the receivables;

• the rights of the depositor in the related transaction agreements;

• amounts deposited in specified bank accounts; and

• proceeds from liquidated assets.

Prefunding If specified in a prospectus supplement, on the applicable closing date, the depositor will make a deposit into a prefunding account from proceeds received from the sale of the related securities, in an amount that will be specified in the related prospectus supplement, but not to exceed 50% of the proceeds of the offering. Amounts on deposit in the prefunding account will be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables during the period to be specified in the related prospectus supplement, which may not exceed one year from the date of issuance of the related securities. Any amounts remaining on deposit in the prefunding account following the end of the specified prefunding period will be transferred to the related coll ection account and included as part of available amounts on the next succeeding payment date or applied to specific classes of securities as described in the prospectus supplement.

Revolving Period If specified in a prospectus supplement, during the period beginning on the related closing date and ending on the payment date to be specified in the related prospectus supplement, which may not exceed three years from the date of issuance of the related securities, all amounts that represent principal collections on the receivables that otherwise would become principal distributable amounts on the next related payment date will instead be used to purchase additional receivables, which will be required to have the same eligibility criteria and general characteristics as the initial pool of receivables or such other characteristics as described in the related prospectus supplement.

7

An issuing entity may have both a prefunding account and revolving period. In this event, the prospectus supplement will specify which funds will be applied first to the purchase of additional receivables.

Credit and Cash Flow Enhancement The issuing entities may include features designed to provide protection from losses on assets of the issuing entity to one or more classes of securities. These features are referred to as ‘‘credit enhancement.’’ Credit enhancement may include any one or more of the following:

• subordination of one or more other classes of securities or excess interest;

• one or more reserve funds;

• over-collateralization;

• letters of credit, cash collateral accounts or other credit or liquidity facilities;

• surety bonds;

• guaranteed investment contracts; or

• cash deposits.

In addition, the issuing entities may include features designed to ensure the timely payment of amounts owed to securityholders. These features may include any one or more of the following:

• yield supplement agreements or accounts or overcollateralization features related to yield supplement requirements;

• liquidity facilities;

• interest rate cap or floor agreements, or interest rate or currency swap agreements; or

• cash deposits.

The specific terms of any credit and cash flow enhancement applicable to an issuing entity or to the securities issued by an issuing entity will be described in detail in the accompanying prospectus supplement. See “Description of the Transfer and Servicing Agreements—Credit and Cash Flow Enhancement” in this prospectus for general terms applicable to the different forms of credit and cash flow enhancement that may be used by the issuing entities.

8

Servicing Fee American Honda Finance Corporation will act as servicer for the receivables. In that capacity, the servicer will handle all collections, administer defaults and delinquencies and otherwise service the receivables. The issuing entity will pay the servicer a monthly fee equal to a percentage of the total principal balance of the receivables at the beginning of the preceding month specified in the accompanying prospectus supplement. The servicer may also receive additional servicing compensation in the form of investment earnings, late fees, prepayment fees and other administrative fees and expenses or similar charges received by the servicer during that month.

Advances The servicer may be obligated to advance to the issuing entity interest on receivables that is due but unpaid by the obligor. The servicer will not be required to make any advance if it determines that it will not be able to recover an advance from an obligor. The issuing entity will reimburse the servicer from later collections on the receivables for which it has made advances, or from collections generally if the servicer determines that an advance will not be recoverable with respect to that receivable.

We refer you to ‘‘Description of the Transfer and Servicing Agreements—Advances’’ in this prospectus for more detailed information on advances and reimbursement of advances.

Optional Purchase The servicer may redeem any outstanding securities when the outstanding aggregate principal balance of the receivables declines to 10% or less of the original total principal balance of the receivables as of the cutoff date.

We refer you to ‘‘Description of the Transfer and Servicing Agreements—Termination’’ in this prospectus for more detailed information on the servicer’s optional purchase of receivables.

Auction If specified in a related prospectus supplement, if the servicer fails to purchase any remaining receivables on the first permitted date for such optional purchase, the trustee may offer for sale by means of an auction all such remaining receivables.

We refer you to ‘‘Description of the Transfer and Servicing Agreements—Termination’’ in this prospectus for more detailed information on a trustee’s auction of receivables.

9

Changes in Payment Priorities Each prospectus supplement will provide a description of the conditions under which changes in the priority of payments to securityholders would be made on any given payment date.

Removal of Pool Assets Each prospectus supplement will provide a description of the circumstances under which receivables may or are required to be removed from the related issuing entity.

Tax Status Special tax counsel to the issuing entity will be required to deliver an opinion for U.S. federal income tax purposes:

• as to the characterization as debt of the notes issued by the issuing entity; and

• the issuing entity will not be characterized as an association (or a publicly traded partnership) taxable as a corporation.

By purchasing a note, you will be agreeing to treat the note as indebtedness for tax purposes.

We refer you to ‘‘Certain U.S. Federal Income Tax Considerations’’ in this prospectus and the accompanying prospectus supplement for more detailed information on the application of federal income tax laws.

ERISA Considerations Notes—Notes will generally be eligible for purchase by employee benefit plans.

We refer you to ‘‘ERISA Considerations’’ in this prospectus and the accompanying prospectus supplement for more detailed information regarding the ERISA eligibility of any class of notes.

10

RISK FACTORS

You should consider the following risk factors and the risks described in the section captioned ‘‘Risk Factors’’ in the accompanying prospectus

supplement in deciding whether to purchase notes of any class.

You must rely for repayment only upon payments from the issuing entity’s assets which may not be sufficient to make full payments on your notes.

The notes represent interests solely in the issuing entity or indebtedness of the issuing entity and will not be insured or guaranteed by American Honda Finance Corporation (the servicer), American Honda Receivables LLC (the depositor), or any of their respective affiliates, or the related trustee or any other person or entity other than the issuing entity. The only source of payment on your notes is payments received on the receivables and, if and to the extent available, any credit or cash flow enhancement for the issuing entity, including amounts on deposit in any reserve fund established for that issuing entity. However, although funds in any reserve fund will be available to cover shortfalls in distributions of interest on and principal of your notes, funds to be deposited in this account are limited. If the funds in this account are exhausted, your notes will be paid solely from current distributions on the receivables. In limited circumstances, the issuing entity may also have access to funds in a yield supplement account. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Credit and Cash Flow Enhancement—Yield Supplement Account’’ in this prospectus.

You may experience reduced returns on your investment resulting from prepayments, repurchases or early termination of the issuing entity.

You may receive payment of principal on your notes earlier than you expected for the reasons set forth below. As a result, you may not be able to reinvest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes. Prepayments on the receivables by the related obligors and purchases of the receivables by the depositor and the servicer will shorten the life of the notes to an extent that cannot be fully predicted.

In addition, an issuing entity may contain a feature known as a prefunding account from which specified funds will be used to purchase additional receivables after the date the securities are issued. To the extent all of those funds are not used by the end of the specified period to purchase new receivables, those funds will be used to make payments on the notes. In that event, you would receive payments on your notes earlier than expected. Also, the depositor will be required to repurchase receivables from the issuing entity if there is a breach of a representation or warranty relating to those receivables that materially adversely affects those receivables. American Honda Finance Corporation, as servicer, will also be required to purchase receivables from the issuing entity if it breaches its servicing obligations with respect to those receivables. The servicer shall be permitted to purchase all remaining receivables from the issuing entity when the outstanding aggregate principal balance of the receivables is 10% or less of the initial aggregate principal balance of the receivables as of the related cutoff date.

11

Further, the receivables included in the issuing entity may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related vehicles or for other reasons. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors in addition to those described above. There can be no assurance that any historical experience the servicer may have with respect to prepayments on receivables is predictive of future results. In addition, the servicer is not aware of publicly available industry statistics that detail the prepayment experience for contracts similar to the receivables. For these reasons, the servicer cannot predict the actual prepayment rates for the receivables. You will bear all reinvestment risk resulting from prepayments on the receivable s and the corresponding acceleration of payments on the notes.

The final payment of each class of notes is expected to occur prior to its scheduled final payment date because of the prepayment and purchase considerations described above. If sufficient funds are not available to pay any class of notes in full on its final scheduled payment date, an event of default will occur and final payment of that class of notes may occur later than that date.

Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result in reduced payments on your notes.

Another person could acquire an interest in a receivable that is superior to the issuing entity’s interest in that receivable because the receivables will not be segregated or marked as belonging to the issuing entity. The depositor will cause financing statements to be filed with the appropriate governmental authorities to perfect the issuing entity’s interest in the receivables. However, the servicer will continue to hold the receivables. If another party purchases (or takes a security interest in) one or more receivables for new value in the ordinary course of business and obtains possession of those receivables without actual knowledge of the issuing entity’s interest because of the failure to segregate or mark those receivables, the new purchaser (or secured party) will acquire an interest in those receivables super ior to the interest of the issuing entity.

Another person could acquire an interest in a vehicle financed by a receivable that is superior to the issuing entity’s interest in the vehicle because of the failure to identify the issuing entity as the secured party on the related certificate of title. While American Honda Finance Corporation, as originator, will assign its security interest in the financed vehicles to the depositor, and the depositor will assign to the issuing entity its security interests in the financed vehicles, the servicer will continue to hold the certificates of title in the capacity of an administrative lienholder of title or ownership for the vehicles. However, for administrative reasons, the servicer will not endorse or otherwise amend the certificates of title or ownership to identify the issuing entity as the new secured party. Because the issuing en tity will not be identified as the secured party on any certificates of title or ownership, the security interest of the issuing entity in the vehicles may be defeated through fraud, forgery, negligence or error and as a result the issuing entity may not have a perfected security interest in the financed vehicles in every state.

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The possibility that the issuing entity may not have a perfected security interest in the financed vehicles may affect the issuing entity’s ability to repossess and sell the financed vehicles or may limit the amount realized to less than the amount due by the related obligors. Therefore, you may be subject to delays in payment and may incur losses on your investment in the notes as a result of defaults or delinquencies by obligors and because of depreciation in the value of the related financed vehicles. We refer you to ‘‘Certain Legal Aspects of the Receivables—Security Interests’’ in this prospectus.

Receivables that fail to comply with consumer protection laws may be unenforceable, which may result in losses on your investment.

Many federal and state consumer protection laws regulate consumer contracts such as the receivables. If any of the receivables do not comply with one or more of these laws, the servicer may be prevented from or delayed in collecting amounts due on the receivables. If that happens, payments on the notes could be delayed or reduced. Each of American Honda Receivables LLC and American Honda Finance Corporation will make representations and warranties relating to the receivables’ compliance with law and the issuing entity’s ability to enforce the contracts. If American Honda Receivables LLC or American Honda Finance Corporation breaches any of these representations or warranties, the issuing entity’s sole remedy will be to require American Honda Receivables LLC to repurchase the affected receivables. We refer you to ‘‘Certain Legal Aspects of the Receivables—Consumer Protection Laws’’ in this prospectus

The Bankruptcy of American Honda Finance Corporation (originator and servicer) or American Honda Receivables LLC (depositor) could result in losses or delays in payments on your notes.

If either American Honda Finance Corporation, the originator and servicer, or American Honda Receivables LLC, the depositor, become subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes. American Honda Finance Corporation, as originator, will sell the receivables to American Honda Receivables LLC, and American Honda Receivables LLC, as depositor, will in turn transfer the receivables to the issuing entity. However, if either American Honda Finance Corporation or American Honda Receivables LLC becomes subject to a bankruptcy proceeding, the court in the bankruptcy proceeding could conclude that American Honda Finance Corporation or American Honda Receivables LLC, as applicable, still owns the receivables by concluding that the sale to the depositor and/or to the issuing entity was not a R 16;‘true sale’’ or, in the case of a bankruptcy of the originator, that the depositor should be consolidated with the originator for bankruptcy purposes. If a court were to reach this conclusion, you could experience losses or delays in payments on your notes as a result of, among other things:

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• the ‘‘automatic stay,’’ which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court and provisions of the U.S. Bankruptcy Code that permit substitution for collateral in limited circumstances;

• tax or government liens on the sponsor’s or the depositor’s property (that arose prior to the transfer of a receivable to the issuing entity) having a prior claim on collections before the collections are used to make payments on your notes; and

• the issuing entity not having a perfected security interest in (a) one or more of the financed vehicles securing the receivables or (b) any cash collections held by the servicer at the time the servicer becomes the subject of a bankruptcy proceeding.

The depositor will take steps in structuring each transaction described in this prospectus and the accompanying prospectus supplement to minimize the risk that a court would consolidate the depositor with the originator for bankruptcy purposes or conclude that the sale of receivables to the depositor was not a ‘‘true sale.’’ We refer you to ‘‘Certain Legal Aspects of the Receivables—Certain Bankruptcy Considerations’’ in this prospectus.

A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, including higher delinquencies and defaults, any of which may have an adverse effect on your notes.

If a servicer default occurs, the indenture trustee or the noteholders in a given series of notes may remove the servicer without the consent of the owner trustee or the certificateholders. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:

• the cost of the transfer of servicing to the successor;

• the ability of the successor to perform the obligations and duties of the servicer under the servicing agreement; or

• the servicing fees charged by the successor.

In addition, the noteholders have the ability, with some exceptions, to waive defaults by the servicer.

Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the receivables.

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Paying the servicer a fee based on a percentage of the receivables may result in the inability to obtain a successor servicer.

Because the servicer is paid its base servicing fee based on a percentage of the aggregate outstanding amount of the receivables, the fee the servicer receives each month will be reduced as the size of the pool decreases over time. At some point, if the need arises to obtain a successor servicer, the fee that such successor servicer would earn might not be sufficient to induce a potential successor servicer to agree to service the remaining receivables in the pool. In this event a higher servicing fee may need to be negotiated (with majority noteholder approval), resulting in less available funds that may be distributed to noteholders and certificateholders on a related payment date. Also if there is a delay in obtaining a successor servicer, it is possible that normal servicing activities could be disrupted during this period, resulting in increased delinquencies and/or defaults on the receivables.

The bankruptcy of the servicer could delay the appointment of a successor servicer or reduce payments on your notes.

In the event of default by the servicer resulting solely from certain events of insolvency or the bankruptcy of the servicer, a court, conservator, receiver or liquidator may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer or prevent the servicer from appointing a sub-servicer, as the case may be, and delays in the collection of payments on the receivables may occur. Any delay in the collection of payments on the receivables may delay or reduce payments to noteholders.

Proceeds of the sale of receivables may not be sufficient to pay your notes in full.

If so directed by the holders of the requisite percentage of outstanding notes of a series, following an acceleration of the notes upon an event of default, the indenture trustee will sell the receivables owned by an issuing entity only in limited circumstances. However, there is no assurance that the market value of those receivables will at any time be equal to or greater than the aggregate principal amount of the notes. Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay you in full. This deficiency will be exacerbated in the case of any notes where the aggregate principal balance of the notes exceeds the aggregate principal balance of the receivables.

Failure to pay principal on your notes will not constitute an event of default until maturity.

The amount of principal required to be paid to the noteholders will generally be limited to amounts available in the collection account (and the reserve fund or other forms of credit or cash flow enhancement, if any). Therefore, the failure to pay principal on your notes generally will not result in the occurrence of an event of default until the final scheduled payment date for your notes. We refer you to ‘‘The Notes—The Indenture—Events of Default; Rights upon Event of Default’’ in this prospectus.

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Funds held by the servicer that are intended to be used to make payments on the notes may be exposed to a risk of loss.

Subject to rating agency debt rating thresholds, the servicer generally may retain all payments and proceeds collected on the receivables during each collection period. The servicer is generally not required to segregate those funds from its own accounts until the funds are deposited in the collection account on each payment date. Until any collections or proceeds are deposited into the collection account, the servicer will be able to invest those amounts for its own benefit at its own risk. The issuing entity and securityholders are not entitled to any amount earned on the funds held by the servicer. If the servicer does not deposit the funds in the collection account as required on any payment date, the issuing entity may be unable to make the payments owed on your notes.

If the issuing entity enters into a currency or an interest rate swap, payments on the notes will be dependent on payments made under the swap agreement.

If the issuing entity enters into a currency swap, interest rate swap or a combined currency and interest rate swap, its ability to protect itself from shortfalls in cash flow caused by currency or interest rate changes will depend to a large extent on the terms of the swap agreement and whether the swap counterparty performs its obligations under the swap. If the issuing entity does not receive the payments it expects from the swap, the issuing entity may not have adequate funds to make all payments to securityholders when due, if ever.

If the issuing entity issues notes denominated in a currency other than U.S. dollars, the issuing entity will need to make payments on the notes in a currency other than U.S. dollars, as described in the accompanying prospectus supplement. Payments collected on the receivables, however, will be in U.S. dollars. In this circumstance, the issuing entity may enter into a currency swap to reduce its exposure to changes in currency exchange rates. A currency swap requires one party to provide a specified amount of a currency to the other party at specified times in exchange for the other party providing a different currency at a predetermined exchange ratio. For example, if the issuing entity issues notes denominated in Swiss francs, it might enter into a swap agreement with another party, the ‘‘swap counterparty,’’ und er which the issuing entity would use the collections on the receivables to pay U.S. dollars to the swap counterparty in exchange for receiving Swiss francs at a predetermined exchange rate to make the payments owed on the notes. If the issuing entity issues notes with adjustable interest rates, interest will be due on the notes at adjustable rates, while interest will be earned on the receivables at fixed rates. In this circumstance, the issuing entity may enter into an interest rate swap to reduce its exposure to changes in interest rates. An interest rate swap requires one party to make payments to the other party in an amount calculated by applying an interest rate (for example a floating rate) to a specified notional amount in exchange for the other party making a payment calculated by applying a different interest rate (for example a fixed rate) to the same notional amount. For example, if the issuing entity issues $100 million of notes bearing interest at a floating LIBOR rate, it might enter into a s wap agreement under which the issuing entity would pay interest to the swap counterparty in an amount equal to an agreed upon fixed rate on $100 million in exchange for receiving interest on $100 million at the floating LIBOR rate. The $100 million would be the ‘‘notional’’ amount because it is used simply to make the calculation. In an interest rate swap, no principal payments are exchanged.

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Termination of a swap agreement and the inability to locate replacement swap counterparty may cause termination of the issuing entity.

A swap agreement may be terminated if particular events occur. Most of these events are generally beyond the control of the issuing entity or the swap counterparty. If an event of default under any swap agreement occurs and the trustee is not able to assign the swap agreement to another party, obtain a swap agreement on substantially the same terms or establish any other arrangement consistent with the rating agencies’ criteria, the trustee may terminate the swap agreement.

A swap agreement may involve a high degree of risk. An issuing entity will be exposed to this risk should it use this mechanism. For this reason, only investors capable of understanding these risks should invest in the notes. You are strongly urged to consult with your financial advisors before deciding to invest in the notes if a swap is involved.

The rating of a third party credit enhancement provider may affect the ratings of the notes.

If an issuing entity enters into any third party credit enhancement arrangement, the rating agencies that rate the issuing entity’s notes may consider the provisions of the arrangement and the rating of any third party credit enhancement provider. If a rating agency downgrades the debt rating of any third party credit enhancement provider, it may also downgrade the rating of the notes. Any downgrade in the rating of the notes could have severe adverse consequences on their liquidity or market value.

You may have difficulty selling your notes and/or obtaining your desired price due to the absence of a secondary market.

The notes are not expected to be listed on any securities exchange. Therefore, in order to sell your notes, you must first locate a willing purchaser. In addition, currently, no secondary market exists for the notes. We cannot assure you that a secondary market will develop. The underwriters of any series of notes may make a secondary market for the notes by offering to buy the notes from investors that wish to sell. However, any underwriters agreeing to do so will not be obligated to offer to buy the notes and they may stop making offers at any time.

Because the notes are in book-entry form, your rights can only be exercised indirectly.

Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking, societe anonyme, or the Euroclear System in Europe. Transfers of interests in the notes within The Depository Trust Company, Clearstream, Luxembourg or Euroclear must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a physical note or certificate representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption ‘‘Certain Information Regarding the Secur ities—Book-Entry Registration.’’ Unless and until the notes cease to be held in book-entry form, the trustee will not recognize you as a ‘‘noteholder.’’ As a result, you will only be able to exercise the rights of securityholders indirectly through The Depository Trust Company (if in the United States) and its participating organizations, or Clearstream, Luxembourg and Euroclear (in Europe) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream, Luxembourg or Euroclear and to take other actions that require a physical note representing the notes.

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Interest and principal on the notes will be paid by the issuing entity to The Depository Trust Company as the record holder of the notes while they are held in book-entry form. The Depository Trust Company will credit payments received from the issuing entity to the accounts of its participants which, in turn, will credit those amounts to securityholders either directly or indirectly through indirect participants. This process may delay your receipt of principal and interest payments from the issuing entity.

Paid-ahead contracts may affect the weighted average life of the notes.

If an obligor on a contract makes a payment on the contract ahead of schedule (for example, because the obligor intends to go on vacation), the weighted average life of the notes could be affected. This is because the additional scheduled payments will be treated as a principal prepayment and applied to reduce the principal balance of the related receivable and the obligor will generally not be required to make any scheduled payments during the period for which it was paid-ahead. During this paid-ahead period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional scheduled payments, but the obligor’s contract would not be considered delinquent during this period. While the servicer may be required to make interest advances during this period, no principal advances will be made. Furthermore, when the obligor resumes the required payments, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by that obligor. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the receivable.

The payment by the issuing entity of the paid-ahead principal amount on the notes will generally shorten the weighted average life of the notes. However, depending on the length of time during which a paid-ahead receivable is not amortizing as described above, the weighted average life of the notes may be extended. In addition, to the extent the servicer makes advances on a paid-ahead receivable which subsequently goes into default, because liquidation proceeds for this receivable will be applied first to reimburse the servicer for its advances, the loss on this receivable may be larger than would have been the case had advances not been made.

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The originator’s portfolio of retail installment sale contracts has historically included receivables which have been paid-ahead by one or more scheduled monthly payments. There can be no assurance as to the number of receivables in the issuing entity which may become paid-ahead receivables as described above or the number or the principal amount of the scheduled payments which may be paid-ahead.

The purchase of additional receivables after the closing date may adversely affect the characteristics of the receivables held by the issuing entity or the average life of and rate of return on the notes.

If so specified in the related prospectus supplement, an issuing entity may either use amounts on deposit of principal collections received on its receivables to purchase additional receivables from the depositor after the related closing date during a specified revolving period or use funds on deposit in a prefunding account during a specified funding period to purchase additional receivables or may use both features. All additional receivables purchased from the depositor must meet the selection criteria applicable to the receivables purchased by the trust on the closingdate. The credit quality of the additional receivables may be lower than the credit quality of the initial receivables, however, and could adversely affect the performance of the related receivables pool. In addition, the rate of prepayments on the additional receivable s may be higher than the rate of prepayments on the initial receivables, which could reduce the average life of and rate of return on your notes. You will bear all reinvestment risk associated with any prepayment of your notes.

Occurrence of events of default under the indenture may result in insufficient funds to make payments on your notes.

Payment defaults or the insolvency or dissolution of the depositor may result in prepayment of the notes, which may result in losses. If the issuing entity fails to pay principal of the notes when due, or fails to pay interest on the notes within five days of the due date, the indenture trustee or the holders of a majority of the notes outstanding may declare the entire amount of the notes to be due immediately. If this happens, the indenture trustee may sell the assets of the issuing entity and prepay the notes if certain conditions are met. We refer you to ‘‘The Notes—The Indenture—Events of Default; Rights Upon Event of Default’’ in this prospectus. In the event that the indenture trustee sells the receivables under adverse market conditions, p roceeds from the sale of the receivables may not be sufficient to repay all of the notes and you may suffer a loss.

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Certain obligors’ ability to make timely payments on the receivables may be adversely affected by extreme weather conditions or other natural events.

Extreme weather conditions and other natural events, such as hurricanes, tornadoes, floods, drought, wildfires, earthquakes and other extreme conditions, could cause substantial business disruptions, economic losses, unemployment and an economic downturn. As a result, such obligors’ ability to make timely payments could be adversely affected. The trust’s ability to make payments on the notes could be adversely affected if such obligors were unable to make timely payments.

The notes are not suitable investments for all investors.

The notes are not a suitable investment for any investor that requires a regular or predictable schedule of payments or payment on specific dates. The notes are complex investments that should be considered only by sophisticated investors. We suggest that only investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment and default risks, the tax consequences of an investment and the interaction of these factors should consider investing in the notes.

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DEFINED TERMS

In later sections, we use a few terms that we define either immediately surrounding the first use of such term or within the text or in the glossary at the end

of this prospectus. These terms appear in bold face on their first use.

THE SPONSOR, ORIGINATOR, ADMINISTRATOR AND SERVICER General

American Honda Finance Corporation (‘‘AHFC’’) was incorporated in the State of California in February, 1980. AHFC serves in the following capacities in its securitization program: sponsor, originator, administrator and servicer.

AHFC has provided wholesale financing to authorized dealers in the United States for the following:

AHFC has provided retail financing to authorized dealers in the United States for the following:

Only Receivables related to the retail financing of new and used Honda and Acura automobiles and light-duty trucks (collectively referred to as the “motor

vehicles”) and new and used Honda motorcycles are included as assets of any issuing entity.

Since 1990, AHFC has also offered retail leasing for Honda and Acura motor vehicles throughout the United States. In 1997, Honda Lease Trust (‘‘HLT’’), a Delaware business trust, was established to hold and convey lease titles. AHFC no longer holds title to any motor vehicles involved in retail leasing. AHFC does, however, service the assets for HLT. Since 1994, AHFC and its wholly owned subsidiary, American Honda Service Contract Corporation, a Florida corporation, have administered the sale of vehicle service contracts throughout the United States for American Honda Motor Co., Inc., which we refer to in this prospectus as ‘‘AHM,’’ a California corporation and the parent corporat ion of AHFC.

AHFC has the following wholly owned special purpose finance subsidiaries:

● Honda motorcycles since 1980,

● Honda power equipment since 1983, and

● Honda and Acura motor vehicles since 1986.

● Honda and Acura motor vehicles since 1986,

● Honda motorcycles (including scooters and all terrain vehicles) since 1985, and personal water craft since 2002,

● Honda power equipment including lawn and utility tractors, lawnmowers, snow throwers, water pumps, portable outboard motors, outboard marine engines and generators since 1985, and

● In 2002, American Honda Motor Co., Inc. established a Marine Division to include portable outboard motors, outboard marine engines and marine parts and accessories, for which AHFC provides financing.

● American Honda Receivables LLC, a Delaware limited liability company and the depositor of the issuing entities,

● America Honda Receivables Corp. II, a California corporation,

● Honda Titling Inc., a Delaware corporation, and

● Honda Funding Inc., a Delaware corporation.

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AHFC is a wholly owned subsidiary of AHM. AHM is a wholly owned subsidiary of Honda Motor Co., Ltd., a company organized under the laws of

Japan, which is a worldwide manufacturer and distributor of motor vehicles, motorcycles and power equipment. AHM is the sole authorized distributor in the United States of new and used Honda and Acura motor vehicles, Honda motorcycles and Honda and Acura parts and accessories. AHM is also the primary authorized distributor in the United States of Honda power equipment. Securitization Experience

AHFC has been selling its assets in securitization transactions since 1992.

AHFC sponsors securitization programs for retail installment sale contracts and interests in automobile lease contracts. In the U.S. securitization market, AHFC sponsors a number of programs in which it sells receivables in securitization transactions or other structured financings both in the public markets and in private transactions. In addition to making registered public offerings, AHFC has sold retail installment sale contracts and automobile lease-backed receivables to asset-backed commercial paper conduits.

AHFC has had an active publicly registered securitization program involving retail installment sale contracts since 1992. The asset-backed securities offered by the prospectus supplement accompanying this prospectus are part of this program. As of the date of this prospectus, none of the asset-backed securities have defaulted, or failed to pay principal in full at maturity.

AHFC originates all receivables in each asset pool to be securitized in the ordinary course of its business. For a description of the selection criteria used in selecting the asset pool to be securitized, see ‘‘The Receivables’’ in this prospectus. AHFC engages one of the selected underwriters of the related securities to assist in structuring the transaction based on the forecasted cash flows of the pool. AHFC also works with such lead underwriter to determine class sizes and average lives based on current market conditions. Origination

AHFC purchases retail installment sale contracts secured by new or used motor vehicles and motorcycles. Receivables are originated by dealers in accordance with AHFC’s requirements under existing agreements between AHFC and each Honda and Acura dealer who originated the Receivables (each, a ‘‘Dealer’’) governing the assignment of the Receivables to AHFC (which we refer to in this prospectus as the ‘‘Dealer Agreements’’) and are purchased in accordance with AHFC’s underwriting procedures.

AHFC requires that credit applications received from dealers be signed by the applicant and contain the applicant’s name, address, social security number, residential status, source and amount of monthly income and amount of monthly rent or mortgage payments.

Most credit applications are submitted by an authorized dealer through AHFC’s web-based credit application submission system or are faxed to one of AHFC’s regional offices, which function as regional credit centers. Once received, information from the credit application is entered into the Automated Credit Application Processing System (‘‘ACAPS’’). In all cases, ACAPS automatically retrieves credit reports from an independent credit reporting agency for each application. Dealers may also access the status of an applicant’s credit application via the web-based system.

In the case of applications for motor vehicle or motorcycle financing, unless the application is automatically approved based on specified credit criteria, the credit application is forwarded to the computer terminal of AHFC’s credit buyer for review. In some cases, credit applications for retail installment sale contracts on motorcycles are automatically declined by ACAPS if the applicant fails to meet minimum credit criteria established by AHFC, including FICO scores. The internal credit score is the primary basis for the credit decision. In addition to the credit score, the credit buyer analyzes the applicant's willingness and ability to pay, the applicant’s stability factors, as well as the value of the vehicle to be financed. The credit report is reviewed to determine the applicant’s current credit statu s and past credit performance.

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To receive funding for an approved application, each Honda and Acura Dealer must forward all retail financing related documents to the appropriate

regional office. The Dealer prepares all necessary paperwork on behalf of AHFC to enter into a retail installment sale contract. The originations department within the regional office reviews all documentation, including the executed contract between the dealer and the individual, the credit application, insurance documentation, vehicle title and registration documents, co-signer or other state-required disclosures or documents, along with any other items specific to the transaction. All documentation is checked against AHFC’s procedures. Then, the contract information is entered into the contract processing system and undergoes a series of systems edits. This system has general ledger i nterfaces to the appropriate accounts, and processes all entries, debits and credit required to establish receivables for account origination. AHFC’s accounting department conducts all necessary system balancing.

The originations department determines whether the contract package complies with its requirements before disbursing contract proceeds to the Dealer. Contract proceeds are normally deposited directly in the Dealer’s bank account through the automated clearing house system. Servicing Experience

AHFC services all of the receivables it originates, including receivables sold in securitizations and other structured financings, through its regional offices. AHFC has been the servicer for its public retail securitization program since its inception. AHFC will be responsible for all servicing functions for the Receivables. We refer to AHFC in this capacity as the servicer. In addition, the servicer, at its discretion and in accordance with its customary servicing practices, shall have the option to (i) grant extensions, rebates or adjustments on a Receivable, (ii) waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables, (iii) appoint a subservicer to perform all or any portion of its obligations as servicer under the related sale and servicing agreement in accordance with the terms of such sale and servicing agreement and (iv) appoint a subcontractor, either at its own discretion or at the discretion of its regional offices and servicer centers, to manage various aspects of the Receivables, such as collections, repossessions and liquidations. All required information regarding any material third-party providers will be disclosed either in the related prospectus supplement or in subsequent required filings with the SEC.

For a description of AHFC’s servicing experience for its entire portfolio of retail installment sale contracts on motor vehicles and motorcycles, including contracts sold in securitizations, that AHFC continues to service, see ‘‘The Sponsor, Originator, Administrator and Servicer’’ in the related prospectus supplement.

THE DEPOSITOR

American Honda Receivables LLC (“AHR”) is a wholly owned, limited purpose finance subsidiary of AHFC and was formed in the State of Delaware in March 2011, and is referred to as the depositor in this prospectus. The depositor was organized primarily for the purpose of acquiring retail installment sale contracts similar to the Receivables and associated rights from AHFC, causing the issuance of securities similar to the securities and engaging in related transactions. The depositor’s limited liability company agreement limits the activities of the depositor to the foregoing purposes and to any activities incidental to and necessary for those purposes (including repurchase obligations for breaches of representat ions and warranties regarding Receivables). Other than the obligation to obtain the consent of the depositor with respect to amendments to the related trust agreement or other consent rights given to the holder of the residual interest in the related issuing entity, the depositor will have no ongoing duties with respect to each issuing entity.

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The limited liability company agreement of the depositor includes requirements for independent managers, extensive corporate separateness covenants and

restrictions on its permitted corporate functions (including on its ability to borrow money or incur debts), all of which are designed to prevent the consolidation of the assets the depositor with those of either AHFC or any affiliate of AHFC in the event of a bankruptcy or insolvency proceeding of AHFC or such other affiliated entity. In addition, the depositor itself may not file a voluntary petition for bankruptcy or insolvency protection in either Federal or any state court without the consent of the two independent directors.

THE TRUSTEES

The owner trustee (and Delaware trustee, if applicable) for each issuing entity under the trust agreement, and the indenture trustee, under any indenture pursuant to which notes are issued, will be specified in the accompanying prospectus supplement. We refer to any owner trustee, Delaware trustee and indenture trustee in this prospectus collectively as trustees. If a Delaware trustee is appointed, its roles will be limited to those duties required under the Delaware Statutory Trust Act. The indenture trustee will act on behalf of the noteholders and represent their rights and interests in the exercise of their rights under the related indenture. The owner trustee will act on behalf of the certificateholders and represent their rights and interests in the exercise of their rights un der the related trust agreement. The owner trustee will also execute and deliver all agreements required to be entered into on behalf of the related issuing entity.

Any trustee’s liability in connection with the issuance and sale of the related securities is limited solely to the express obligations of that trustee set forth in the related trust agreement, sale and servicing agreement or indenture, as applicable. Under the indenture, the indenture trustee, and its officers, directors, employees and agents, are indemnified by the administrator for all costs, losses, liabilities and expenses (including, but not limited to, attorneys fees) incurred in connection with the performance of its duties, except those resulting from its own willful misconduct, negligence or bad faith. Under the trust agreement, the owner trustee will not be held answerable or accountable under any circumstances except for those arising from its own willful misconduct, bad faith or gross negligence or for inaccuracies in any representations or warranties expressly made by the owner trustee. In addition, the owner trustee has the right to seek adequate security or indemnities from the related certificateholders prior to the undertaking of any course of action requested by such certificateholders. Pursuant to the administration agreement, the administrator will provide the required indemnification to each trustee; however, if the administrator is unable to pay these obligations, they would be an obligation of the related issuing entity. See ‘‘Description of the Transfer and Servicing Agreements—Administration Agreement’’ in this prospectus.

A trustee may resign at any time, in which event the servicer, or its successor, will be obligated to appoint a successor thereto. In addition, AHFC, in its capacity as administrator under the related administration agreement, which we refer to in this prospectus as the administrator, may also remove a trustee that becomes insolvent or otherwise ceases to be eligible to continue in that capacity under the related trust agreement, sale and servicing agreement or indenture, as applicable. Under the administration agreement, the administrator will be liable for any resulting expenses, but if the administrator is not able to pay, any transition expenses would become an obligation of the issuing entity. Any resignation or removal of a trustee and appointment of a successor trustee will n ot become effective until acceptance of the appointment by the successor.

FORMATION OF THE ISSUING ENTITIES

The depositor will establish each issuing entity (each, an issuing entity or a trust) pursuant to a trust agreement.

The terms of each series of notes and certificates issued by each trust and specific information concerning the assets of each trust and any applicable credit or cash flow enhancement described in this prospectus which is applicable to the related trust will be set forth in a prospectus supplement to this prospectus. The notes and certificates to be issued by a trust are collectively referred to in this prospectus as the securities.

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Each trust will be structured, and each Transfer and Servicing Agreement will contain non-petition clauses, whereunder all applicable parties covenant

not to institute any bankruptcy or insolvency proceedings (or take any related actions) against either the applicable trust or the depositor until at least one year and one day after the date on which all applicable securities have been paid in full.

PROPERTY OF THE ISSUING ENTITIES

The property of each trust will consist of a pool of retail installment sale contracts originated on or after the date indicated in the accompanying prospectus supplement between the applicable Dealers and the related retail purchasers of a Financed Vehicle who entered into such retail installment sale contracts (which we refer to in this prospectus as the ‘‘Obligors’’). These contracts are referred to as the Receivables and evidence the indirect financing made available by American Honda Finance Corporation, which we refer to in this prospectus as AHFC or the sponsor, to the Obligors. The Rece ivables will be secured by the related Financed Vehicles and all principal and interest payments made on or after the applicable cutoff date and other property, all as specified in the accompanying prospectus supplement. ‘‘New’’ vehicles may include ‘‘demonstration’’ vehicles, which are not titled in some states and may be classified as new vehicles in those states.

The Receivables will be originated by Dealers in accordance with AHFC’s requirements under the related Dealer Agreements. AHFC will purchase the Receivables of each pool in the ordinary course of business pursuant to the Dealer Agreements.

On or before the related closing date, which is the date of the initial issuance of any series of securities, AHFC will sell the Receivables comprising the related pool to the depositor, and the depositor will sell those Receivables to the trust pursuant to the related sale and servicing agreement among the depositor, AHFC, in its capacity as servicer of the Receivables, which we refer to as the servicer, and the trust.

In addition to the Receivables, the property of each trust will also include the following:

Various forms of credit and cash flow enhancement described in this prospectus may be used to benefit holders of the related securities, including a reserve

fund. If required by the rating agencies hired to rate the securities (each, a “Rating Agency”), a trust will also have access to the funds in a yield supplement account.

● amounts that may be held in separate trust accounts established and maintained by the servicer with the trustee pursuant to the related sale and servicing agreement;

● security interests in the Financed Vehicles and any related property;

● the rights to proceeds from claims on physical damage and credit life and disability insurance policies covering the Financed Vehicles or the Obligors;

● proceeds from payments collected by AHFC from Dealers obligated to repurchase Receivables from AHFC which do not meet specified representations made by the Dealers;

● the depositor’s right under, as applicable, the sale and servicing agreement, the purchase agreement and the yield supplement agreement, if any;

● the depositor’s right to realize upon any property (including the right to receive future net liquidation proceeds) that secured a Receivable; and

● all proceeds of the foregoing.

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THE RECEIVABLES

AHFC will purchase the Receivables from the Dealers in the ordinary course of business in accordance with AHFC’s underwriting standards. The

Receivables to be held by each trust will be selected from those retail installment sale contracts in AHFC’s portfolio that meet several criteria. These criteria provide that each Receivable:

In addition, the related prospectus supplement will provide additional selection criteria, if any, which may include geographic location, percentage by

principal balance of the Receivables of new vehicles and used vehicles, credit grade, original term to maturity, remaining term to maturity, date of origination, contractual annual percentage rate, percentage by principal balance of the Receivables financed through Honda dealers and Acura dealers and the exclusion of Receivables originated under certain low rate programs. No selection procedures believed to be adverse to securityholders are used by AHFC to select the Receivables for any pool. For a description of AHFC’s loss and delinquency experience on its managed pool portfolio, see ‘‘The Sponsor, Originator, Administrator and Servicer—Servicing Experience’’ in the related prospectus supplement.

Each Receivable will be purchased from a Dealer under either an ‘‘incentive’’ program or a ‘‘non-incentive’’ program. Under an ‘‘incentive’’ program, a Receivable purchased from a Dealer is purchased with a below market APR and may be subsidized by AHM. In these cases, AHM pays AHFC a subsidy calculated based on the difference in interest AHFC would normally earn on the Receivable at its standard purchase rate and the interest earned at the special below market APR. Under a ‘‘non-incentive’’ program, a Receivable purchased from a Dealer is purchased by AHFC at AHFC’s standard purchase rate.

Each Receivable will provide for the related monthly payment on a Financed Vehicle owed by the related Obligor (each such payment, a ‘‘Scheduled Payment’’) according to the simple interest method, as defined and described below.

Payments on Receivables using the simple interest method will be applied first to interest accrued through the date immediately preceding the date of payment and then to unpaid principal. Accordingly, if an Obligor pays an installment before its due date, the portion of the payment allocable to interest for the payment period will be less than if the payment had been made on the due date, the portion of the payment applied to reduce the Principal Balance will be correspondingly greater, and the Principal Balance will be amortized more rapidly than scheduled.

Conversely, if an Obligor pays an installment after its due date, the portion of the payment allocable to interest for the payment period will be greater than if the payment had been made on the due date, the portion of the payment applied to reduce the Principal Balance will be correspondingly less, and the Principal Balance will be amortized more slowly than scheduled, in which case a larger portion of the Principal Balance may be due on the final scheduled payment date. No adjustment to the scheduled monthly payments is made in the event of early or late payments, although in the case of late payments the Obligor may be subject to a late charge.

● was originated in the United States and the Obligor is not a federal, state or local governmental entity;

● provides for level monthly payments which provide interest at the applicable annual percentage rate (which we refer to in this prospectus as the ‘‘APR’’) and fully amortize the amount financed over an original term to maturity no greater than the number of months specified in the accompanying prospectus supplement; and

● is attributable to the purchase of a new or used Honda or Acura motor vehicle or new or used Honda motorcycle and is secured by that motor vehicle or motorcycle, as applicable.

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Additional information with respect to each specific pool of Receivables, as well as static pool information regarding the pools related to previously issued

series of securities, will be set forth in the related prospectus supplement. If any Receivable added to an asset pool would be an exception to the underwriting criteria set forth below, the accompanying prospectus supplement will set forth the nature of such exception and data on the number of such Receivables under “Summary of Terms” and “The Receivables.”

Underwriting of Motor Vehicle and Motorcycle Loans

AHFC, in its capacity as originator, which we refer to in such capacity in this prospectus as the originator, purchases all of the related retail installment sale contracts secured by new or used Honda and Acura motor vehicles or new or used Honda motorcycles from the Dealers. These contracts are underwritten using the originator’s standard underwriting procedures. The Receivables are originated by Dealers in accordance with the originator’s requirements under existing Dealer Agreements and will be purchased in accordance with the originator’s underwriting procedures which emphasize, among other factors, the applicant’s willingness and ability to pay and the value of the vehicle to be financed.

The originator requires that applications received from Dealers be signed by the applicant and contain, among other information, the applicant’s name, address, social security number, residential status, source and amount of monthly income and amount of monthly rent or mortgage payment. Upon receipt of the above information, the originator obtains a credit report from an independent credit reporting agency. The originator reviews the credit report to determine the applicant’s current credit status and past credit performance. The originator considers both negative factors including past due credit, repossessions, loans charged off by other lenders and previous bankruptcy and also positive factors such as amount of credit and favorable payment history.

The originator’s credit decision is influenced by, among other things, a credit scoring system and other considerations. The credit scoring process considers residence and employment stability, credit information, application and contract information. The credit scoring process also takes into account income requirements and the ratio of income to total debt. The originator makes its final credit decision based upon the degree of credit risk perceived and the amount of credit requested.

The originator’s retail installment sale contract requires that Obligors maintain specific levels and types of insurance coverage to protect the Financed Vehicle against loss. At the time of purchase, an Obligor signs a statement which indicates that he or she either has or will have the necessary insurance, and which shows the name and address of the insurance company along with a description of the type of coverage. The originator generally requires Obligors to provide it with evidence of compliance with the foregoing insurance requirements; however, the originator performs no ongoing verification of insurance coverage. The originator will not be obligated to make payments to a trust for any loss when third party insurance has not been maintained.

Many factors, including but not limited to the applicant’s credit grade, affect the amount of a retail installment sale contract secured by a Honda or Acura product. Financing available for a new Honda or Acura motor vehicle or motorcycle will generally be between 100%-140% of the dealer invoice cost of the related vehicle plus selected accessories at the dealer cost, sales tax, title, registration fees, insurance premiums for credit life and disability and certain fees for vehicle service contracts. Financing for used Honda and Acura motor vehicles generally varies from 80% to 130% of the clean wholesale value as set forth in the Black Book®, a monthly publication from National Auto Research Division Hearst Business Media Corporation containing wholesale and retail used vehicle valuations. Financing of a used vehicle may include sales tax, title, registration fees, insurance, premiums for credit life and GAP insurance, theft protection devices as well as certain fees for extended service contracts. Financing available for a used Honda motorcycle will vary from 100% to 120% of the National Automobile Dealers Association average retail values, as adjusted for higher or lower mileage, plus sales tax, title, registration fees, insurance premium for credit life and GAP insurance, theft protection devices, as well as certain fees for vehicle service contracts.

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Credit Metric – Credit Grade

AHFC utilizes a proprietary numerical scoring system that evaluates borrower application information and credit report information. The information used to calculate the internal credit score is dependent on the credit experience of the customer and the type of loan product (new, used, certified used, lease or motorcycle) to be financed. AHFC’s historical data was utilized to develop the scoring and identify the key characteristics and credit bureau information used in calculating the borrower’s total score.

Although the credit buyer could also analyze other information as needed for credit decisions, the internal credit score is the sole determinant of the A, B, C, or D credit grade classification. The ‘‘Distribution of Receivables by Credit Grade at Time of Origination’’ table in ‘‘Receivables’’ in the accompanying prospectus supplement should be used for the comparison of AHFC pools only. Static pool data by credit grade is provided, reflecting the historical performance levels.

FICO scores are provided in the pool distribution tables as an alternative method to assess credit quality. It should be noted that the AHFC scoring system, in most cases, does not assign a value to the borrower’s FICO score in calculating its internal score. AHFC, therefore, does not track performance data by FICO score.

There are different factors that affect the internal credit score and the associated credit grade. The following classifications are based on AHFC’s definitions and would not be comparable to other auto lenders. Please refer to static pool data for actual loss history and additional details.

A – Borrowers classified as an A credit are those who are very low credit risks. Based on their application and credit bureau report, they have the ability to pay and have shown a willingness to pay. Generally, A credit borrowers have an extensive credit history, an excellent payment record and extensive financial resources.

B – Borrowers classified as a B credit are those that are relatively low credit risk. Based on their application and credit bureau report, they have the ability to pay and have shown a willingness to pay. Generally, B credit borrowers may have one or more condition, such as, among other reasons, a shorter credit history or a minor credit weakness, that could reduce the internal credit score.

C – Borrowers classified as a C credit are those that are moderate credit risks. Based on their application and credit bureau report, among other reasons, they may have limited financial resources, limited credit history, or a weakness in credit history.

D – Borrowers classified as a D credit are relatively higher credit risks. Based on their application and credit bureau report, among other reasons, they may have very limited financial resources, very limited or no credit history, or a poor credit history. Servicing of the Receivables

For servicing and enforcement collection purposes, the servicer considers a retail installment sale contract to be past due or delinquent when the Obligor fails to make at least 90% of a Scheduled Payment on a cumulative basis (after giving effect to any past due payments) by the related due date; any portion of a Scheduled Payment not paid on the related due date automatically becomes due with the next scheduled payment. The servicer communicates the delinquency to the Obligor through a variety of methods, including telephone calls and mail. If the delinquent receivable cannot be brought current or completely collected within 60 days, the servicer generally attempts to repossess the motor vehicle or motorcycle.

The servicer holds repossessed vehicles in inventory to comply with any applicable statutory requirements for reinstatement and then sells those vehicles (generally within 90 days after repossession). The servicer’s Remarketing Center handles motor vehicle and motorcycle sales for the servicer, including the sale of repossessed vehicles. The servicer consigns the repossessed vehicles to a local auction or to an independent transport company for transport to another auction location. Each motor vehicle and motorcycle undergoes an auction condition report, which is sent to the servicer. Each auction site is expected to sell the motor vehicle or motorcycle within 90 days of taking the motor vehicle or motorcycle, as applicable, into inventory. Any deficiencies remaining after repossession and sale of the vehicle or after the full char ge-off of the receivable are pursued by or on behalf of the servicer to the extent practicable and legally permitted. We refer you to ‘‘Certain Legal Aspects of the Receivables—Deficiency Judgments and Excess Proceeds’’ in this prospectus. The servicer attempts to contact Obligors and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

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Third Party Collections and Repossessions

Post-repossession and charged-off accounts are sent to a centralized operation, Honda’s national recovery center (“NRC”), for resolution. The accounts are tracked and reported by a recovery management system created and installed by Fair Isaac Corporation.

The NRC staff sends out a series of letters notifying the charged-off account holders of their deficient balance. According to our operating policy, if there is no response, the accounts generally are placed with outside collection agencies.

All prospective collection agencies submit an RFI (request for information) and are scored through the Kepner Tregoe assessment process. Those agencies that meet the criteria are required to make a formal presentation to NRC management. Those scoring highest on the Kepner Tregoe assessment, and considered qualified have site visits made by NRC management. The agencies must execute a contract with AHFC and comply with mutually agreed upon service level agreements. Regular reporting on accounts and a scoring system, developed by AHFC, are also used to monitor effectiveness of the agency. Operational issues or important matters are discussed in monthly conference calls with NRC management. Annual site audits are conducted to ensure compliance of the contract and service levels. If the primary agency is not successful with the recovery in 18 0 days of placement, responsibility for the account is transferred to a secondary collection agency. Tertiary and quaternary agencies may also be used.

The regional offices conduct repossessions of motor vehicles and motorcycles between 30 and 120 days of delinquency. Efforts are made to collect and maintain the account in good standing prior to ordering repossession. However, when normal collection efforts fail, AHFC may resort to repossession. AHFC uses independent contractors/repossession agencies when repossessing vehicles.

The contractors/repossession agencies must provide current licenses and have active membership in one or more approved recovery associations. Agencies must be bonded and have an established code of ethics that conform to industry standards. The agencies must also produce adequate insurance coverage, usually in the form of a garage liability policy that protects AHFC from claims resulting from the repossessor’s acts during the repossession. After repossession, each regional office and the NRC follow specific procedures conforming to both federal and state regulations pertaining to the sale and disposal of repossessed vehicles. Repossessed vehicles are normally sold at dealer auctions no later than 90 days after repossession, and typically 40 to 50 days after the legal redemption period mandated by applicable statute.

USE OF PROCEEDS

Each trust will use the net proceeds from the sale of the notes of a given series to purchase Receivables from the depositor and to fund any related reserve fund, yield supplement account and/or other accounts of the trust. The depositor will purchase Receivables from the originator from the net proceeds it receives from any trust. Unless specified in the related prospectus supplement, there are no other expenses incurred in connection with the selection and acquisition of the pool assets that will be payable from offering proceeds, nor are there any such material expenses that would be paid by a transaction party. If any such expenses are payable to the sponsor, servicer, depositor, issuing entity, originator, underwriter or any of their respective affiliates, the related prospectus supplement will disclose the type and amount of such e xpenses, if any, and the party or parties to whom they are paid.

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WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES

The Issuing Entity

The trustees will provide to securityholders unaudited monthly and annual reports concerning the Receivables and other specified matters. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Statements to Securityholders’’ and ‘‘—Evidence as to Compliance’’ in this prospectus. Unless definitive notes are issued under the limited circumstances described in this prospectus, the sole holder of record shall be Cede & Co., which we refer to in this prospectus as Cede, as the nominee of The Depository Trust Company, which we refer to in this prospectus as DTC.

Copies of these reports may be obtained at no charge at the offices specified in the accompanying prospectus supplement. The Depositor

AHR, as depositor of the Receivables, has filed with the Securities and Exchange Commission, which we refer to in this prospectus as the SEC, a registration statement on Form S-3 under the Securities Act of 1933, as amended (the ‘‘Securities Act’’) of which this prospectus forms a part. The registration statement is available for inspection without charge at the public reference facilities maintained at the office of the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference rooms by calling the SEC at (800) 732-0330. You may obtain copies of SEC filings at prescribed rates by writing to the Public Reference Section of the SEC at Judiciary Plaza, 100 F Street, N.E., Washington, D.C. 20549. The SEC also maintains a website (http:// www.sec.gov) that contains reports, registration statements, proxy and information statements and other information regarding issuers that file electronically with the SEC using the SEC’s Electronic Data Gathering Analysis and Retrieval system (commonly known as EDGAR). All reports filed by the depositor may be found on EDGAR filed under registration number 333-173202, and all reports filed with respect to each trust under that number plus the applicable serial tag number.

Copies of the operative agreements relating to the Securities will also be filed with the SEC on EDGAR under the registration number shown above.

The depositor on behalf of the trust of the related series will file the reports required under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). These reports include (but are not limited to):

● Reports on Form 8-K (Current Report), including as Exhibits to the Form 8-K the transaction agreements or other documents specified in the related prospectus supplement;

● Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;

● Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following the payment date specified in the related prospectus supplement; and

● Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year, and the items required pursuant to Items 1122 and 1123 of Regulation AB of the Act.

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The depositor does not intend to file with the SEC any reports required under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act with respect to a trust

following completion of the reporting period required by Rule 15d-1 or Regulation 15D under the Exchange. Unless specifically stated in the report, the reports and any information included in the report will neither be examined nor reported on by an independent public accountant. Each trust formed by the depositor will have a separate file number assigned by the SEC, which unless otherwise specified in the related prospectus supplement is not available until filing of the final prospectus supplement related to the series. Reports filed with respect to a trust with the SEC after the final prospectus supplement is filed will be available under trust’s specific number, which will b e a series number assigned to the file number of the depositor shown above.

The distribution and pool performance reports filed on Form 10-D will be forwarded to each securityholder as specified in ‘‘Description of the Transfer and Servicing Agreements—Statements to Securityholders’’ in this prospectus. For the time period that each trust is required to report under the Exchange Act, the depositor, on behalf of each trust, will file the trusts’ annual reports on Form 10-K, distribution reports on Form 10-D, any current reports on Form 8-K, and amendments to those reports with the SEC. The depositor will post the reports on its website located at ‘‘http://abs.honda.com/’’ as soon as reasonably practicable after such reports are filed with the SEC. Static Pool Data

If specified in the related prospectus supplement, static pool data with respect to the delinquency, cumulative loss and prepayment data for each trust will be made available through a website. The prospectus supplement related to each series for which the static pool data is provided through a website will contain the website address to obtain this information. Except as stated below, the static pool data provided through any website will be deemed part of this prospectus and the registration statement of which this prospectus is a part from the date of the related prospectus supplement.

Notwithstanding the foregoing, the following information shall not be deemed part of the prospectus or the registration statement of which this prospectus is a part:

Copies of the static pool data presented on a website and deemed part of this prospectus may be obtained upon written request by the securityholders of the

related series at the address specified in the related prospectus supplement. Copies of information related to the period prior to January 1, 2006 may also be obtained upon written request.

WEIGHTED AVERAGE LIFE OF THE NOTES

The weighted average life of the notes of any series will generally be influenced by the rate at which the Principal Balances of the related Receivables are paid, which payment may be in the form of scheduled amortization or prepayments. For this purpose, the term prepayments includes prepayments in full, partial prepayments (including those related to rebates of extended warranty contract costs and insurance premiums), liquidations due to default as well as receipts of proceeds from physical damage, credit life and disability insurance policies and repurchases or purchases by the depositor or AHFC, as the case may be, of particular Receivables for administrative reason or for breaches of representations and warranties. The term weigh ted average life means the average amount of time during which each dollar of principal of a Receivable is outstanding.

• with respect to information regarding prior securitized pools of the depositor that do not include the currently offered pool, information regarding prior securitized pools that were established before January 1, 2006; and

• with respect to information regarding the pool described in the related prospectus supplement, information about the pool for periods before January 1, 2006.

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All of the Receivables will be prepayable at any time without penalty to the Obligor. If either prepayments in full or partial prepayments are received on

the Receivables, the actual weighted average life of the Receivables may be shorter than the scheduled weighted average life of the Receivables set forth in the related prospectus supplement. The rate of prepayment of retail installment sale contracts are influenced by a variety of economic, social and other factors, including the fact that an Obligor generally may not sell or transfer the Financed Vehicle securing a Receivable without the consent of the servicer.

No prediction can be made as to the rate of prepayment on the Receivables in either stable or changing interest rate environments. No assurance can be given that any historical experience the servicer may have with respect to prepayments on the Receivables is predictive of future results. The rate of prepayment on the Receivables may also be influenced by the structure of the related contract. In addition, under some circumstances, the depositor or servicer will be obligated to repurchase Receivables from a given trust pursuant to the related sale and servicing agreement as a result of breaches of particular representations and warranties or covenants. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of ReceivablesR 17;’ and ‘‘—Servicing Procedures’’ in this prospectus. We also refer you to ‘‘Description of the Transfer and Servicing Agreements—Termination’’ in this prospectus regarding the servicer’s option to purchase the Receivables from a given trust. Any reinvestment risk resulting from the rate of prepayments of the Receivables and the payment of prepayments to securityholders will be borne entirely by the securityholders. In addition, early retirement of the notes may be effected by the exercise of the option of the servicer, or any successor to the servicer, to purchase all of the Receivables remaining in the trust when the outstanding balance of the pool is 10% or less of the initial balance as of the related cutoff date.

In addition, pursuant to agreements between the originator and the Dealers, each Dealer is obligated to repurchase from AHFC contracts which do not meet particular representations and warranties made by that Dealer, which is referred to as Dealer Recourse. These representations and warranties relate primarily to the origination of the retail installment sale contracts and the perfection of the security interests in the related Financed Vehicles, and do not typically relate to the creditworthiness of the related Obligors or the collectability of the contracts. Although the Dealer Agreements with respect to the Receivables will not be assigned to the trustee, the related sale and servicing agreement will require that the originator deposit any recovery in respect of any Receivable pur suant to any Dealer Recourse in the related collection account. The sales by the Dealers of retail installment sale contracts to the originator do not generally provide for recourse against the Dealers for unpaid amounts in the event of a default by an Obligor thereunder, other than in connection with the breach of the foregoing representations and warranties. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables’’ and ‘‘—Servicing Procedures’’ in this prospectus.

In light of the above considerations, there can be no assurance as to the amount of principal payments to be made on the notes of a given series on each payment date, since the amount of principal payments will depend, in part, on the amount of principal collected on the related pool of Receivables during the applicable collection period. No prediction can be made as to the actual prepayment experience on the Receivables, and any reinvestment risks resulting from a faster or slower rate of prepayment of Receivables will be borne entirely by the securityholders of a given series. We refer you to ‘‘Risk Factors—You May Experience Reduced Returns on Your Investment Resulting from Prepayments, Repurchases or Early Termination of the Issuing Entity’’ in thi s prospectus.

The accompanying prospectus supplement may set forth additional information regarding the maturity and prepayment considerations applicable to the particular Receivables Pool and the related series of notes.

POOL FACTORS AND TRADING INFORMATION

The note pool factor for each class of notes will be a seven-digit decimal which the servicer will compute prior to each payment with respect to that class of notes. The note pool factor represents the remaining outstanding principal amount of that class of notes, as of the close of business on the last day of the applicable collection period, as a fraction of the initial outstanding principal amount of that class of notes. The certificate pool factor for each class of certificates will be a seven-digit decimal which the servicer will compute prior to each payment with respect to that class of certificates indicating the remaining Certificate Balance of that class of certi ficates, as of the close of business on the last day of the applicable Collection Period, as a fraction of the Original Certificate Balance of that class of certificates.

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Each note pool factor and each certificate pool factor will initially be 1.0000000 and thereafter will decline to reflect reductions in the outstanding principal

amount of the applicable class of notes, or the reduction of the Certificate Balance of the applicable class of certificates, as the case may be. A noteholder’s portion of the aggregate outstanding principal amount of the related class of notes is the product of (1) the original denomination of that noteholder’s note and (2) the applicable note pool factor. A certificateholder’s portion of the aggregate outstanding Certificate Balance for the related class of certificates is the product of (1) the original denomination of that certificateholder’s certificate and (2) the applicable certificate pool factor.

The securityholders will receive monthly reports concerning payments received on the Receivables, the outstanding balance of the related pool, each certificate pool factor or note pool factor, as applicable, and various other items of information.

THE NOTES General

With respect to each trust, one or more classes of notes of the related series will be issued pursuant to the terms of an indenture. A form of the indenture has been filed as an exhibit to the registration statement of which this prospectus is a part. The following summary is subject to, and is qualified in its entirety by reference to, all the provisions of the notes and the indenture.

Each class of notes will initially be represented by one or more notes, in each case registered in the name of the nominee of DTC, except as set forth below. Notes will be available for purchase in the denominations specified in the accompanying prospectus supplement in book-entry form only, unless otherwise specified in the accompanying prospectus supplement. The depositor has been informed by DTC that DTC’s nominee will be Cede, unless another nominee is specified in the accompanying prospectus supplement. Accordingly, that nominee is expected to be the sole holder of record of the notes of each class. No noteholder will be entitled to receive a physical certificate representing a note until definitive notes are issued under the limited circumstances described in this prospectus. All references in this prospectus and in the accom panying prospectus supplement to actions by noteholders refer to actions taken by DTC upon instructions from its participating organizations and all references in this prospectus and in the accompanying prospectus supplement to payments, notices, reports and statements to noteholders refer to payments, notices, reports and statements to DTC or its nominee, as the registered holder of the notes, for distribution to noteholders in accordance with DTC’s procedures.

We refer you to ‘‘Certain Information Regarding the Securities—Book-Entry Registration’’ and ‘‘—Definitive Securities’’ in this prospectus. Principal and Interest on the Notes

The accompanying prospectus supplement will describe the timing and priority of payment, seniority, allocations of losses, Interest Rate and amount of or method of determining payments of principal and interest on each class of notes of a given series. The rights of holders of any class of notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of any other class or classes of notes of that series. Payments of interest on a class of notes will generally be made prior to payments of principal on the class. A series may include one or more classes of notes entitled either to (1) principal payments with disproportionate, nominal or no interest payments or (2) interest payments with disproportionate, nominal or no principal payments (whi ch we refer to in this prospectus as the ‘‘Strip Notes’’). Each class of notes may have a different Interest Rate, which may be a fixed, variable or adjustable Interest Rate (and which may be zero for some classes of Strip Notes), or any combination of the foregoing. The accompanying prospectus supplement will specify the Interest Rate for each class of notes of a given series or the method for determining the Interest Rate. We refer you to ‘‘Certain Information Regarding the Securities—Fixed Rate Securities’’ and ‘‘—Floating Rate Securities’’ in this prospectus. If specified in the related prospectus supplement, the outstanding classes of notes of a series may be redeemable in whole, but not in part, as a result of the servicer exercising its clean up call o ption to purchase the related Receivables remaining in the applicable pool, through an auction of such Receivables to be conducted by the indenture trustee if such clean up call option is not exercised by the servicer, or due to an early termination of the related trust. Except in connection with the servicer exercising its clean up call option described in the immediately preceding sentence or in connection with the noteholders’ right to declare the related notes immediately due and payable under the Indenture, no notes of a series will be redeemable by the related issuing entity and the related Noteholders will not have the ability to cause a redemption of their notes by the issuing entity.

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One or more classes of notes of a given series may have fixed principal payment schedules, in the manner and to the extent set forth in the accompanying

prospectus supplement. Noteholders of those notes would be entitled to receive as payments of principal on any given payment date the amounts set forth on that schedule with respect to those notes.

To the extent provided in the related prospectus supplement, payments of interest to noteholders of two or more classes within a series may have the same priority. Under some circumstances, on any payment date the amount available for those payments could be less than the amount of interest payable on the notes. If this is the case, each class of noteholders will receive its ratable share (based upon the aggregate amount of interest due to that class of noteholders) of the aggregate amount of interest available for payment on the notes. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Distributions on the Securities’’ and ‘‘—Credit and Cash Flow Enhancement’ ’ in this prospectus.

If a series of notes includes two or more classes of notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions, of each of those classes will be set forth in the accompanying prospectus supplement. Payments of principal and interest within any class of notes will be made on a pro rata basis among all the noteholders of that class. The Indenture

Modification of Indenture. Under each indenture, the trust and the indenture trustee may, with the consent of the holders of a majority of the outstanding notes of the related series (or relevant class or classes of notes of the series, other than any notes held by the depositor or its affiliate), execute a supplemental indenture to add provisions to, change in any manner or eliminate any provisions of, the related indenture, or modify (except as provided below) in any manner the rights of the related noteholders.

Without the consent of the holder of each outstanding affected note, no supplemental indenture will:

● change (A) the due date of any installment of principal of or interest on that note or reduce the principal amount of that note, (B) the Interest Rate for that note or the redemption price for that note, (C) provisions of the indenture relating to the application of collections on, or proceeds of a sale of, the trust estate to payments of principal and interest on the note, or (D) any place of payment where or the coin or currency in which that note or any interest on that note is payable;

● impair the right to institute suit for the enforcement of specified provisions of the related indenture regarding payment;

● reduce the percentage of the aggregate amount of the outstanding notes of a series of notes which is required for any supplemental indenture or any waiver of compliance with specified provisions of the related indenture or of specified defaults and their consequences as provided for in that indenture;

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The trust and the applicable indenture trustee may also enter into supplemental indentures, without obtaining the consent of the noteholders of the related

series, for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the related indenture or of modifying in any manner the rights of those noteholders; provided that that action will not adversely affect in any material respect the interest of any of those noteholders.

Events of Default; Rights Upon Event of Default. With respect to the notes of a given series in the related prospectus supplement, an Event of Default under the related indenture will consist of:

● modify or alter the provisions of the related indenture regarding the voting of notes held by the applicable trust, any other obligor on those notes, the depositor or an affiliate of any of them;

● reduce the percentage of the aggregate outstanding amount of notes which is required to direct the related indenture trustee to sell or liquidate the Receivables if the proceeds of that sale would be insufficient to pay the principal amount of and accrued but unpaid interest on the outstanding notes of that series;

● reduce the percentage of the aggregate principal amount of notes required to amend the sections of the related indenture that specify the applicable percentage of aggregate principal amount of the notes of a series necessary to amend the indenture or other specified agreements; or

● permit the creation of any lien ranking prior to or on a parity with the lien of the related indenture with respect to any of the collateral for that note or, except as otherwise permitted or contemplated in the indenture, terminate the lien of that indenture on any of the collateral or deprive the holder of any note of the security afforded by the lien of the indenture.

● a default for five days or more in the payment of any interest on any of the notes when the same becomes due and payable;

● a default in the payment of the principal of or any installment of the principal of any of the notes when the same becomes due and payable;

● a default in the observance or performance of any covenant or agreement of the applicable trust made in the related indenture and the continuation of the default for a period of 30 days after notice is given to that trust by the applicable indenture trustee or to that trust and the applicable indenture trustee by the holders of at least 25% in principal amount of the notes then outstanding acting together as a single class;

● any representation or warranty made by the applicable trust in the related indenture or in any certificate delivered pursuant thereto or in connection therewith having been incorrect in a material respect as of the time made, and the breach not having been cured within 30 days after written notice is given to that trust by the applicable indenture trustee or to that trust and the applicable indenture trustee by the holders of at least 25% in principal amount of the notes then outstanding acting together as a single class; or

● particular events of bankruptcy, insolvency, receivership or liquidation of the applicable trust.

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However, the amount of principal required to be paid to noteholders of an affected series under the related indenture will generally be limited to amounts

available to be deposited in the related collection account. Therefore, the failure to pay any principal on any class of notes generally will not result in the occurrence of an Event of Default until the final scheduled payment date for that class of notes. The failure to pay interest to holders of a subordinated class of notes on a particular payment date will generally not constitute an Event of Default. In addition, as described below, following the occurrence of an Event of Default (other than an Event of Default related to failure to make required payments) and acceleration of the maturity of the notes, the indenture trustee is not required to sell the assets of the trust, and the indenture trustee may sell the assets of the trust only after meeting requirements specified in the indenture. Under those circumstances, even if the maturity of the notes has been accelerated, there may not be any funds to pay the principal owed on the notes.

If a responsible officer of the indenture trustee has actual knowledge that an Event of Default or an event that with notice or the lapse of time or both would become an Event of Default, a ‘‘Potential Event of Default,’’ has occurred, it must notify all noteholders within 90 days unless it determines in good faith that withholding such notice is in the interest of the related noteholders.

If an Event of Default should occur and be continuing with respect to the notes of any series, the related indenture trustee or holders of a majority in principal amount of the notes then outstanding (or relevant class or classes of notes) may declare the notes to be immediately due and payable. This declaration may, under specified circumstances, be rescinded by the holders of a majority in principal amount of the notes then outstanding (or relevant class or classes of notes).

If the notes of any series are due and payable following an Event of Default with respect thereto, the related indenture trustee may:

Unless otherwise specified in the accompanying prospectus supplement, however, the indenture trustee is prohibited from selling the assets of the related

trust following an Event of Default (other than a default in the payment of any principal on any note of a particular series or a default for five days or more in the payment of any interest on the notes of a particular series), unless:

Subject to the provisions of the applicable indenture relating to the duties of the related indenture trustee, if an Event of Default occurs and is continuing

with respect to a series of notes, the indenture trustee will be under no obligation to exercise any of the rights or powers under the indenture at the request or direction of any of the holders of the notes, if the indenture trustee reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities that might be incurred by it in complying with the request. Subject to the provisions for indemnification and other limitations contained in the related indenture, the holders of a majority of the aggregate principal amount of all outstanding notes of the related series then outstanding (or relevant class or classes of notes of the series) will have th e right to direct the time, method and place of conducting any proceeding or any remedy available to the applicable indenture trustee, and the holders of at least 51% of the aggregate principal amount of all outstanding notes of the related series then outstanding (or relevant class or classes of notes) may, in some cases, waive a default, except a default in the payment of principal or interest or a default in respect of a covenant or provision of the indenture which cannot be modified without the waiver or consent of all the holders of the outstanding notes of the related series (other than notes held by the depositor or its affiliates).

● institute proceedings to collect amounts due or foreclose on trust property;

● exercise remedies as a secured party;

● sell the assets of the related trust; or

● elect to have the applicable trust maintain possession of those Receivables and continue to apply collections on those Receivables as if there had been no declaration of acceleration.

● the holders of the notes of the related series then outstanding (or relevant class or classes of notes, other than notes held by the depositor or its affiliates) consent to the sale; or

● the proceeds of the sale are sufficient to pay in full the principal of and the accrued interest on all outstanding notes and certificates of the related series at the date of the sale; or

● the indenture trustee determines that the trust estate will not continue to provide sufficient funds to make all payments on the outstanding notes and certificates of the related series as those payments would have become due if the obligations had not been declared due and payable, and the indenture trustee obtains the consent of the holders of 100% of the aggregate outstanding amount of the notes then of the related series outstanding (or relevant class or classes of notes, other than notes held by the depositor or its affiliates).

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Unless otherwise specified in the related prospectus supplement, no holder of a note of any series will have the right to institute any proceeding with

respect to the related indenture, unless:

In addition, each indenture trustee and the related noteholders, by accepting the related notes, will covenant that they will not at any time institute against

the applicable trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law.

With respect to any trust, neither the related indenture trustee nor the related trustee in its individual capacity, nor any holder of a certificate representing an ownership interest in that trust nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the related notes or for the agreements of that trust contained in the applicable indenture.

Particular Covenants. Each indenture will provide that the related trust may not consolidate with or merge into any other entity, unless, among other things,

● the holder of a note or notes previously has given to the applicable indenture trustee written notice of a continuing Event of Default;

● the Event of Default arises from the servicer’s failure to remit payments when due or the holders of not less than 25% of the aggregate principal amount of all outstanding notes of the related series then outstanding (or relevant class or classes of notes, other than notes held by the depositor or its affiliates) have requested in writing that the indenture trustee institute the proceeding in its own name as indenture trustee;

● the holder or holders of notes have offered the indenture trustee reasonable indemnity;

● the indenture trustee has for 60 days failed to institute a proceeding; and

● no direction inconsistent with any written request has been given to the indenture trustee.

● the entity formed by or surviving the consolidation or merger is organized under the laws of the United States or any state;

● that entity expressly assumes the trust’s obligation to make due and punctual payments upon the notes of the related series and the performance or observance of every agreement and covenant of the trust under the indenture;

● no Event of Default shall have occurred and be continuing immediately after the merger or consolidation;

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Each trust will not, among other things,

No trust may engage in any activity other than as specified in this prospectus or in the accompanying prospectus supplement.

Annual Compliance Statement. Each trust will be required to file annually with the related indenture trustee a written statement as to the fulfillment of its

obligations under the related indenture.

Indenture Trustee’s Annual Report. Under certain circumstances, the indenture trustee for each trust will be required to mail each year to all related noteholders a brief report relating to its eligibility and qualification to continue as indenture trustee under the related indenture, any amounts advanced by it under the indenture, the amount, interest rate and maturity date of specified indebtedness owing by the trust to the applicable indenture trustee in its individual capacity, the property and funds physically held by the indenture trustee and any action taken by it that materially affects the related notes and that has not been previously reported.

● that trust has received an opinion of counsel to the effect that the consolidation or merger would have no material adverse tax consequence to the trust or to any related noteholder or certificateholder;

● the parties take any action necessary to maintain the lien and security interest created by the indenture; and

● the indenture trustee has received an officer’s certificate and an opinion of counsel stating that the consolidation or merger complies with the terms of the indenture and all conditions precedent provided in the indenture have been complied with.

● except as expressly permitted by the applicable indenture, the applicable Transfer and Servicing Agreements or other specified documents with respect to that trust, sell, transfer, exchange or otherwise dispose of any of the assets of the trust unless directed to do so by the indenture trustee;

● claim any credit on or make any deduction from the principal of and interest payable on the notes of the related series (other than amounts withheld under the Internal Revenue Code of 1986, as amended (the ‘‘Code’’) (or applicable state law) or assert any claim against any present or former holder of those notes because of the payment of taxes levied or assessed upon the trust;

● except as expressly permitted by the Transfer and Servicing Agreements and related documents, dissolve or liquidate in whole or in part;

● permit the validity or effectiveness of the related indenture to be impaired, permit the lien created by the related indenture to be amended, hypothecated, subordinated, terminated or discharged or permit any person to be released from any covenants or obligations with respect to the notes under the indenture except as may be expressly permitted by the indenture;

● permit any lien or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of the trust or any part thereof, or any interest in the assets of the trust or the proceeds of those assets; or

● assume or incur any indebtedness other than the related notes or as expressly permitted by the related indenture or the other Transfer and Servicing Agreements and related documents.

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Satisfaction and Discharge of Indenture. An indenture will be discharged with respect to the collateral securing the related notes upon the delivery to the

related indenture trustee for cancellation of all of those notes or, with specified limitations, upon deposit with the indenture trustee of funds sufficient for the payment in full of all the notes as well as amounts owed to the indenture trustee.

THE CERTIFICATES General

The certificates are not being offered pursuant to the related prospectus supplement and all information presented regarding the certificates is given to further a better understanding of the notes.

With respect to each trust that issues certificates, one or more classes of certificates of the related series will be issued pursuant to the terms of a trust agreement, a form of each of which has been filed as an exhibit to the registration statement of which this prospectus forms a part. The following summary is subject to, and is qualified in its entirety by reference to, all the provisions of the certificates and the trust agreement.

The certificates, if any, of a given series will be retained by the depositor or an affiliate of the depositor. Each class of certificates will initially be represented by one or more definitive certificates registered in the name of the depositor.

Any certificates of a given series owned by the depositor or its affiliates will be entitled to equal and proportionate benefits under the applicable trust agreement. Principal and Interest on the Certificates

The timing and priority of payments, seniority, allocations of losses, Pass Through Rate and amount of or method of determining payments with respect to principal and interest of each class of certificates will be described in the accompanying prospectus supplement.

Payments of interest on those certificates will be made on the payment dates specified in the accompanying prospectus supplement. To the extent provided in the accompanying prospectus supplement, a series may include one or more classes of Strip Certificates. Each class of certificates may have a different Pass Through Rate, which may be a fixed, variable or adjustable Pass Through Rate (and which may be zero for some classes of Strip Certificates) or any combination of the foregoing. The accompanying prospectus supplement will specify the Pass Through Rate for each class of certificates of a given series or the method for determining the Pass Through Rate. We also refer you to ‘‘Certain Information Regarding the Securiti es—Fixed Rate Securities’’ and ‘‘ —Floating Rate Securities’’ in this prospectus. Payments in respect of the certificates of a given series that includes notes may be subordinate to payments in respect of the notes of that series as more fully described in the accompanying prospectus supplement. The rights of holders of any class of certificates to receive payments of principal and interest may also be senior or subordinate to the rights of holders of any other class or classes of certificates of that series as more fully described in the accompanying prospectus supplement.

Payments in respect of principal of and interest on any class of certificates will be made on a pro rata basis among all the certificateholders of that class.

If and as provided in the accompanying prospectus supplement, amounts remaining on deposit in the collection account after all required payments to the related noteholders and certificateholders have been made may be released to the depositor, AHFC (in any of its capacities, as applicable) or one or more third party credit or liquidity enhancement providers.

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CERTAIN INFORMATION REGARDING THE SECURITIES

Fixed Rate Securities

Any class of notes or certificates (other than some classes of Strip Notes or Strip Certificates) may be Fixed Rate Securities or Floating Rate Securities, as more fully described below and in the accompanying prospectus supplement. Each class of Fixed Rate Securities will bear interest at the applicable per annum Interest Rate or Pass Through Rate, as the case may be, specified in the accompanying prospectus supplement.

Interest on each class of Fixed Rate Securities will be computed on the basis of a 360-day year consisting of twelve 30-day months or other day count basis as is specified in the accompanying prospectus supplement. We refer you to ‘‘The Notes—Principal and Interest on the Notes’’ and ‘‘The Certificates—Principal and Interest on the Certificates’’ above. Floating Rate Securities

Interest on each class of Floating Rate Securities (which we refer to in this prospectus as the ‘‘Base Rate’’) will be determined by reference to an index, which shall be one or more of (a) the CD Rate (‘‘CD Rate Notes’’) (b) the Commercial Paper Rate (‘‘Commercial Paper Rate Notes’’), (c) the Federal Funds Rate (‘‘Federal Funds Rate Notes’’), (d) LIBOR (‘‘LIBOR Securities’’), (e) the Prime Rate (‘‘Prime Rate Notes’’), (f) the Treasury Rate (‘‘Treasury Rate Notes’’) or (g) for notes denominated in euro, may include EURIBOR (EURIBOR Notes) or Euro LIBOR (Euro LIBOR Notes). In addition, a Floating Rate Security may bear interest at a rate determined by reference to the lowest of two or more Base Rates. The Base Rate for any Floating Rate Security will in turn be determined, if applicable, by reference to the Index Maturity specified in the accompanying prospectus supplement. The interest rate on each Floating Rate Security will be calculated by reference to such Base Rate, plus or minus the Spread, if any, and/or multiplied by the Spread Multiplier, if any, in each case as specified in the accompanying prospectus supplement.

A Floating Rate Security may also have either or both of the following: (i) a maximum numerical limit, or ceiling (the Maximum Interest Rate), on the per annum interest rate in effect with respect to such Note from time to time, and (ii) a minimum numerical limit, or floor (the Minimum Interest Rate), on the per annum interest rate in effect with respect to such Note from time to time. In addition to any Maximum Interest Rate which may apply to any Floating Rate Security pursuant to the foregoing, the interest rate on Floating Rate Securities will in no event be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application. Under present New York law, the maximum rate of interest is 25% per annum on a simple interest basis. The limit does not apply to Floating Rate Securities in which US $2,500,000 or more has been invested.

The rate of interest on each Floating Rate Security will be reset daily, weekly, monthly, quarterly, semi-annually or annually, as specified in the accompanying prospectus supplement. The dates on which such rate of interest will be reset (each, an Interest Reset Date) will be, in the case of Floating Rate Securities which reset (a) daily, each day; and (b) otherwise (that is, weekly, monthly, quarterly, semi-annually or annually), as specified in the accompanying prospectus supplement.

The interest rate that will take effect with respect to a Floating Rate Security on an Interest Reset Date will be the rate determined as of the applicable Interest Determination Date. Unless otherwise indicated in the accompanying prospectus supplement: the Interest Determination Date with respect to an Interest Reset Date for CD Rate Notes, Commercial Paper Rate Notes, Federal Funds Rate Notes and Prime Rate Notes will be such Interest Reset Date; the Interest Determination Date with respect to an Interest Reset Date for LIBOR Securities will be the second London Business Day preceding such Interest Reset Date; the Interest Determination Date with respect to an Interest Reset Date for EURIBOR and Euro LIBOR Notes will be the second TARGET Business Day before such Interest Reset Date; the Interest Determination Date with respect to an Interest Reset Date for Treasury Rate Notes will be the day of the week on which Treasury bills normally would be auctioned (Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday); provided, however, that if, as a result of a legal holiday, an auction is held on the Friday of the week preceding an Interest Reset Date, the related Interest Determination Date shall be such preceding Friday; and provided further, that if an auction shall fall on any Interest Reset Date, then the Interest Reset Date shall instead be the first Business Day following such auction.

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The Base Rate in effect with respect to a Floating Rate Security on each day that is not an Interest Reset Date will be the interest rate determined as of the

Interest Determination Date pertaining to the immediately preceding Interest Reset Date, and the Base Rate in effect on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to the applicable Interest Reset Date, subject in either case to adjustment by any Spread and/or Spread Multiplier and to any Maximum Interest Rate and/or Minimum Interest Rate referred to above; provided, however, that the interest rate in effect with respect to a Floating Rate Security for the period from the closing date to th e first Interest Reset Date (the Initial Interest Rate) will be as specified in the accompanying prospectus supplement.

Each Floating Rate Security will bear interest from the closing date to the first Interest Reset Date at the Initial Interest Rate and thereafter upon the basis of the applicable rate determined as described below until the principal thereof is paid or otherwise made available for payment. Interest will be payable on the dates (each, an Interest Payment Date) specified in the accompanying prospectus supplement and, in each case, at any final scheduled payment date as to the principal amount due at such final scheduled payment date.

If any Interest Payment Date or final scheduled payment date for any Floating Rate Security falls on a day that is not a Business Day, then such Interest Payment Date or final scheduled payment date shall be postponed to the next succeeding day that is a Business Day, except that, if such Business Day falls in the next succeeding calendar month, such Interest Payment Date or final scheduled payment date shall be the immediately preceding Business Day. No interest shall accrue on the amounts so payable for the period from and after such final scheduled payment date.

The record date for Floating Rate Securities with respect to any Interest Payment Date shall be the calendar day, whether or not such day shall be a Business Day, prior to such Interest Payment Date.

Unless otherwise specified in the accompanying prospectus supplement, interest payable on any Interest Payment Date or final scheduled payment date with respect to a Floating Rate Security shall be the amount of interest accrued from and including the closing date or the most recent Interest Payment Date to but excluding such Interest Payment Date or such final scheduled payment date as to the principal amount due at such final scheduled payment date.

Accrued interest on a Floating Rate Security will be calculated by multiplying the principal amount of such Floating Rate Security by the actual number of days in the interest period, by the interest rate inclusive of Spread, and dividing by 360, or in the case of Treasury Rate Notes, by the actual number of days in the year or, in the case of EURIBOR Notes, by 365.

Each trust with respect to which a class of Floating Rate Securities will be issued will appoint and enter into agreements with a calculation agent. The calculation agent will calculate the interest rate on or before any applicable Calculation Date, as specified in the accompanying prospectus supplement. Upon the request of the registered holder of any Floating Rate Security, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will become effective as a result of a determination made for the most recent Interest Reset Date with respect to such Floating Rate Security. Unless otherwise specified in the accompanying prospectus supplement, the ‘‘Calculation Date,’’ where applicable, pertaining to any Inte rest Determination Date will be the earlier of (i) the tenth calendar day after such Interest Determination Date or, if such day is not a Business Day, the next succeeding Business Day and (ii) the Business Day preceding the applicable Interest Payment Date or final scheduled payment date, as the case may be.

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All percentages resulting from any calculation on Floating Rate Securities will be rounded, if necessary, to the nearest one hundred-thousandth of a

percentage point, with five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or 0.09876545) will be rounded upward to 9.87655% (or 0.0987655)), and all US Dollar amounts used in or resulting from such calculation on Floating Rate Securities will be rounded to the nearest cent (with one-half cent or greater being rounded upward). All amounts in currencies other than US Dollars used in or resulting from calculations relating to Floating Rate Securities denominated in such other currencies will be rounded to the nearest full unit of the relevant currency (with 0.005 of the relevant subunit rounded upward) unless other wise specified in the accompanying prospectus supplement.

As previously described, the Initial Interest Rate in effect with respect to a Floating Rate Security from the closing date to the first Interest Reset Date will be specified in the accompanying prospectus supplement, unless the Interest Determination Date does not occur until after the closing date. The interest rate for each subsequent Interest Reset Date will be determined by the calculation agent by reference to the applicable Base Rate or Base Rates determined as set forth below, plus or minus any Spread and/or multiplied by any Spread Multiplier and subject to any Maximum Interest Rate and/or Minimum Interest Rate, as specified in the accompanying prospectus supplement.

The Base Rate definitions that may be applicable for purposes of calculating interest on the Floating Rate Securities denominated in US Dollars include the following:

CD Rate: Unless otherwise indicated in the accompanying prospectus supplement, CD Rate will mean, with respect to any Interest Determination Date relating to a CD Rate Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to the CD Rate (a CD Rate Interest Determination Date),

(1) the rate on the applicable Interest Determination Date for negotiable United States dollar certificates of deposit having the Index Maturity specified in the accompanying prospectus supplement as published in H.15(519) under the heading ‘‘CDs (secondary market),’’ or

(2) if the rate referred to in clause (1) above is not yet published on the related Calculation Date, the rate on the applicable Interest Determination

Date for negotiable United States dollar certificates of deposit of the Index Maturity specified in the accompanying prospectus supplement as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, under the caption ‘‘CDs (secondary market),’’ or

(3) if the rate referred to in clause (2) is not yet published on the related Calculation Date, the rate on the applicable Interest Determination Date

calculated by the calculation agent as the arithmetic mean of the secondary market offered rates as of 10:00 A.M., New York City time, on the applicable Interest Determination Date, of three leading non-bank dealers in negotiable United States dollar certificates of deposit in The City of New York selected by the calculation agent (as specified in the accompanying prospectus supplement) for negotiable United States dollar certificates of deposit of major United States money center banks for negotiable certificates of deposit with a remaining maturity closest to the Index Maturity specified in the accompanying prospectus supplement in an amount that is representative for a single tra nsaction in that market at that time, or

(4) if the dealers selected by the calculation agent are not quoting as mentioned in clause (3) above, the CD Rate with respect to such CD Rate

Interest Determination Date will be the CD Rate then in effect on such CD Rate Interest Determination Date. H.15(519) means the weekly statistical release designated as H.15(519), or any successor publication, published by the Board of Governors of the Federal Reserve System. ‘‘H.15 Daily Update’’ means the daily update of H.15(519), available through the world-wide-web site of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov/releases/H15/update, or any successor site or publication.

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Commercial Paper Rate: Unless otherwise indicated in the accompanying prospectus supplement, Commercial Paper Rate will mean, with respect to

any Interest Determination Date relating to a Commercial Paper Rate Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to the Commercial Paper Rate (a ‘‘Commercial Paper Rate Interest Determination Date’’),

(1) the Money Market Yield on the applicable Interest Determination Date of the rate for commercial paper having the Index Maturity specified in the accompanying prospectus supplement as published in H.15(519) under the caption ‘‘Commercial Paper—Nonfinancial,’’ or

(2) if the rate described in clause (1) is not yet published by 5:00 P.M., New York City time, on the day that is one New York Business Day

following the Interest Reset Date, the rate on the applicable Interest Determination Date for commercial paper having the Index Maturity specified in the accompanying prospectus supplement as published in H.15 Daily Update, or other recognized electronic source used for the purpose of displaying the applicable rate, under the caption ‘‘Commercial Paper—Nonfinancial,’’ or

(3) if the rate referred to in clause (2) is not so published by 5:00 P.M., New York City time, on the day that is one New York Business Day

following the Interest Reset Date, the rate on the applicable Interest Determination Date calculated by the calculation agent as the Money Market Yield of the arithmetic mean of the offered rates at approximately 11:00 A.M., New York City time, on the applicable Interest Determination Date of three leading dealers of United States dollar commercial paper in The City of New York, which may include the agent and its affiliates, selected by the calculation agent (as specified in the accompanying prospectus supplement) for commercial paper having the Index Maturity specified in the accompanying prospectus supplement placed for industrial issuers whose bond rating is ‘‘Aa,’’ ; or the equivalent, from a nationally recognized statistical rating organization, or

(4) if the dealers selected by the calculation agent are not quoting as mentioned in clause (3), the rate in effect on the applicable Interest

Determination Date.

Money Market Yield means a yield (expressed as a percentage rounded upward to the nearest one hundred-thousandth of a percentage point) calculated in accordance with the following formula:

where ‘‘D’’ refers to the applicable per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal, and ‘‘M’’ refers to the actual number of days for which interest is being calculated (from and including the last preceding Interest Payment Date for which interest on the relevant Floating Rate Security has been paid or provided for, or from the closing date, if applicable, and to but excluding the next following Interest Payment Date for such Note).

Federal Funds Rate: Unless otherwise indicated in the accompanying prospectus supplement, Federal Funds Rate will mean, with respect to any Interest Determination Date relating to a Federal Funds Rate Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to the Federal Funds Rate (a Federal Funds Rate Interest Determination Date), the rate of interest on that date for Federal Funds as published in H.15(519) under the heading ‘‘Federal Funds (Effective),’’ as such rate is displayed on Reuters Screen FEDFUNDS 1 or, if not so published or displayed by 5:00 P.M., New York Cit y time, on the day that is one New York Business Day following the Interest Reset Date, the Federal Funds Rate will be the rate of interest on such Federal Funds Rate Interest Determination Date as published in H.15 Daily Update or such other recognized electronic source used for the purpose of displaying such rate under the heading ‘‘Federal Funds (Effective).’’ “Reuters Screen FEDFUNDS 1” means the display on the Reuters Telerate LLC (or any successor service) on page 120 (or any other page that replaces that page on that service for the purpose of displaying the Federal funds (effective) rate as reported in H.15(519)). If such rate is not published in either H.15(519) or H.15 Daily Update (or such other recognized electronic source) by 5:00 P.M., New York City time, on the day that is one New York Business Day following the Interest Reset Date, the Federal Funds Rate for such Federal Funds Rate Interest Determination Date will be calculated by the calculation agent and will be the arithmetic mean of the rates for the last transaction in overnight Federal Funds arranged by three leading brokers of Federal Funds transactions in New York, New York (which may include any underwriter or any of their respective affiliates) selected by the calculation agent (as specified in the accompanying prospectus supplement) as of 9:00 A.M., New York City time, on such Federal Funds Rate Interest Determination Date. Notwithstanding the foregoing, if the brokers selected as aforesaid by the calculation agent are not quoting as described above, the Federal Funds Rate with respect to such Federal Funds Rate Interest Determination Date will be the Federal Funds Rate then in effect on such Federal Funds Rate Interest Determination Date.

Money Market Yield = D x 360 x 100 360 − (D x M)

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LIBOR: Unless otherwise indicated in the accompanying prospectus supplement, LIBOR will be determined by the calculation agent in accordance with

the following provisions:

(1) With respect to an Interest Determination Date relating to a LIBOR Security or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to LIBOR (a LIBOR Interest Determination Date), LIBOR will be as specified in the accompanying prospectus supplement and will be determined as either (a) the arithmetic mean of the offered rates for deposits in US Dollars having the Index Maturity specified in the accompanying prospectus supplement, commencing on the second London Business Day immediately following such LIBOR Interest Determination Date, which appear on the Designated LIBOR Page specified in the accompanying prospectus supplement as of approximately 11:00 A.M., London time, on such LIBOR Interest Determination D ate, if at least two such offered rates appear (except that if the Designated LIBOR Page by its terms provides for only a single rate, then if at least one such offered rate appears) (‘‘LIBOR Reuters’’), or (b) the rate for deposits in US Dollars having the Index Maturity designated in the accompanying prospectus supplement commencing on the second London Business Day immediately following that LIBOR Interest Determination Date which appears on the Designated LIBOR Page specified in the accompanying prospectus supplement as of 11:00 A.M., London time, on that LIBOR Interest Determination Date (‘‘LIBOR Telerate’’). If neither LIBOR Reuters nor LIBOR Telerate is specified in the related prospectus supplement, LIBOR will be determined as if LIBOR Telerate had been specified.

(2) With respect to a LIBOR Interest Determination Date on which fewer than two offered rates appear on the Designated LIBOR Page specified

in the accompanying prospectus supplement, as specified in (1)(a) above, or if no rate appears on the Designated LIBOR Page specified in the accompanying prospectus supplement as specified in (1)(b) above, as applicable, LIBOR will be determined at approximately 11:00 A.M., London time, on such LIBOR Interest Determination Date on the basis of the rates at which deposits in US Dollars having the Index Maturity specified in the related prospectus supplement are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the calculation agent (as specified in the accompanying prospectus supplement) commencing on the second London Business Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount of not less than US $1,000,000 that is representative for a single transaction in such market at such time. The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., New York City time, on such LIBOR Interest Determination Date by three major banks in New York, New York selected by the calculation agent (as specified in the accompanying prospectus supplement) for loans in US Dollars to leading European banks, having the specified Index Maturity, commencing on the second London Business Day immediately following such LIBOR Inter est Determination Date and in a principal amount equal to an amount of not less than US $1,000,000 that is representative for a single transaction in such market at such time. Notwithstanding the foregoing, if the banks selected as aforesaid by the calculation agent are not quoting as described above, LIBOR in effect for the applicable period will be LIBOR in effect on such LIBOR Interest Determination Date.

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"Designated LIBOR Page" means either:

Prime Rate: Unless otherwise indicated in the accompanying prospectus supplement, Prime Rate will mean, with respect to any Interest Determination

Date relating to a Prime Rate Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to the Prime Rate (a Prime Rate Interest Determination Date),

(1) the rate on the applicable Interest Determination Date as published in H.15(519) under the heading ‘‘Bank Prime Loan,’’ or

(2) if the rate referred to in clause (1) is not so published by 5:00 P.M., New York City time, on the day that is one New York Business Day following the Interest Reset Date, the rate on the applicable Interest Determination Date published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate under the caption ‘‘Bank Prime Loan,’’ or

(3) if the rate referred to in clause (2) is not so published by 5:00 P.M., New York City time, on the day that is one New York Business Day

following the Interest Reset Date, the rate calculated by the calculation agent as the arithmetic mean of the rates of interest publicly announced by at least four banks that appear on the Reuters Screen US PRIME 1 Page as the particular bank's prime rate or base lending rate as of 11:00 A.M., New York City time, on the applicable Interest Determination Date, or

(4) if fewer than four rates described in clause (3) are shown by 3:00 P.M., New York City time, on the related Calculation Date on the Reuters

Screen US PRIME 1 Page, the rate on the applicable Interest Determination Date calculated by the calculation agent as the arithmetic mean of the prime rates or base lending rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the applicable Interest Determination Date by three major banks, which may include affiliates of the calculation agent, in The City of New York selected by the calculation agent (as specified in the accompanying prospectus supplement), or

(5) if the banks selected by the calculation agent (as specified in the accompanying prospectus supplement) are not quoting as mentioned in clause

(4), the Prime Rate for the applicable Prime Rate Interest Determination Date will be the Prime Rate in effect on the next preceding Prime Rate Interest Determination Date for which the Prime Rate may be determined as provided above.

● if "LIBOR Telerate" is designated in the accompanying prospectus supplement or neither "LIBOR Reuters" nor "LIBOR Telerate" is specified in the accompanying prospectus supplement as the method for calculating LIBOR, the display on Reuters Telerate LLC or any successor service on the page designated in the accompanying prospectus supplement or any page as may replace the designated page on the service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

● if "LIBOR Reuters" is designated in the accompanying prospectus supplement, the display on Reuters Monitor Money Rates Service or any successor service on the page designated in the accompanying prospectus supplement or any page that may replace that designated page on that service for the purpose of displaying the London interbank rates of major banks for the applicable Index Currency.

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Reuters Screen US PRIME 1 Page means the display on the Reuters Money 3000 Service or any successor service on the ‘‘US PRIME 1 Page’’ or any other page as may replace the US PRIME 1 Page on such service for the purpose of displaying prime rates or base lending rates of major United States banks.

Treasury Rate: Unless otherwise indicated in the accompanying prospectus supplement, Treasury Rate will mean, with respect to any Interest Determination Date relating to a Treasury Rate Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to the Treasury Rate (a Treasury Rate Interest Determination Date),

(1) the rate for the related Treasury Rate Interest Determination Date on which United States Treasury bills of the specified Index Maturity are auctioned which appears on Reuters Screen USAUCTION 10 Page under the heading ‘‘INVESTMENT RATE’’ or on Reuters Screen USAUCTION 11 Page under the heading ‘‘INVESTMENT RATE,” or

(2) if on the Calculation Date for a Treasury Rate Interest Determination Date United States Treasury bills of the Index Maturity have been

auctioned on the applicable Treasury Rate Interest Determination Date but such rate for such Treasury Rate Interest Determination Date does not appear on Reuters Screen USAUCTION 10 Page or Reuters Screen USAUCTION 11 Page, the rate for that Treasury Rate Interest Determination Date will be the Bond Equivalent Yield of the rate set forth in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, for that day in respect of the Index Maturity under the caption ‘‘U.S. Government securities/Treasury bills/Secondary market,’’ or

(3) if on the Calculation Date for a Treasury Rate Interest Determination Date United States Treasury bills of the Index Maturity have been

auctioned on the applicable Treasury Rate Interest Determination Date but such rate for such Treasury Rate Interest Determination Date does not appear on Reuters Screen USAUCTION 10 Page or Reuters Screen USAUCTION 11 Page and such rate is not set forth in the H.15 Daily Update in respect of the Index Maturity under the caption ‘‘U.S. Government securities/Treasury bills/Secondary market’’ or another recognized electronic source, the Treasury Rate for that Treasury Rate Interest Determination Date will be the Bond Equivalent Yield of the auction rate for those Treasury bills as announced by the United States Department of the Treasury, or

(4) if the United States Treasury bills of the Index Maturity are not auctioned during any period of seven consecutive calendar days ending on and

including any Friday and a Treasury Rate Interest Determination Date would have occurred if such Treasury bills had been auctioned during that seven-day period, a Treasury Rate Interest Determination Date will be deemed to have occurred on the day during that seven-day period on which such Treasury bills would have been auctioned in accordance with the usual practices of the United States Department of the Treasury, and the Treasury Rate for that Treasury Rate Interest Determination Date will be calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates quoted to the calculation agent for the issue of United States Treasury bills with a remaining maturity closest to the Index Maturity, as of approximately 3:30 P.M., New York City time, on the relevant Calculation Date, by three primary United States government securities dealers in The City of New York, which may include affiliates of the calculation agent, selected by the calculation agent (as specified in the accompanying prospectus supplement), or so many of them as provides such a quotation to the calculation agent, and if none of the dealers provides such a quotation, the Treasury Rate for the relevant Treasury Rate Interest Determination Date will be the Treasury Rate determined as provided above for the Treasury Rate Interest Determination Date during the preceding seven-day period for which the Treasury Rate may be determined as provided above.

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The calculation agent will request each of such dealers to provide a quotation of its secondary market bid rate specified above. Bond Equivalent Yield

means, in respect of a Treasury bill with a maturity of six months or less for which the relevant rate is quoted on a bank discount basis, a yield (expressed as a percentage) calculated in accordance with the following formula:

where ‘‘D’’ refers to the per annum rate for the Treasury bill quoted on a bank discount basis and expressed as a decimal, ‘‘N’’ refers to 365 or 366, as applicable, and ‘‘M’’ refers to: if the Index Maturity approximately corresponds to the length of the period for which the Bond Equivalent Yield is being calculated, the actual number of days in that period, and, otherwise, the actual number of days in the period from and including the applicable Treasury Rate Interest Determination Date to but excluding the next following date scheduled to be a Treasury Rate Interest Determination Date for the Note. “Reuters Screen USAUCTION 10 Page” and “Reuters Screen USAUCTION 11 Page” will mean the displays designated as pages “10” and “11” on Reuters Telerate LLC (or such other pages as may replace the 10 and 11 pages on that service or such other service as may be nominated by the British Bankers' Association for the purpose of displaying United States Treasury bill rates).

The Base Rate definitions that may be applicable for purposes of calculating interest on the Floating Rate Securities denominated in currencies other than US Dollars will be set forth in the accompanying prospectus supplement and, for Notes denominated in euro may include the following:

EURIBOR: Unless otherwise indicated in the accompanying prospectus supplement, EURIBOR will be determined by the calculation agent in accordance with the following provisions:

(1) With respect to an Interest Determination Date relating to a EURIBOR Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to EURIBOR (a EURIBOR Interest Determination Date), EURIBOR will be as specified in the accompanying prospectus supplement and will be determined as the offered rate for deposits in euro having the Index Maturity specified in the accompanying prospectus supplement, commencing on the second TARGET Business Day immediately following such EURIBOR Interest Determination Date, which appears on Reuters Service Page EURIBOR 01 as of 11:00 A.M., Brussels time, on that EURIBOR Interest Determination Date. If no such rate appears on Reuters Service Page EURIBOR 01, as applicable, EURIBOR in respect of that EURIBOR Interest Determination Date will be determined as if the parties had specified the rate described in (2) below. Unless otherwise specified in the accompanying prospectus supplement, ‘‘Reuters Service Page EURIBOR 01’’ will mean the display designated as page ‘‘EURIBOR 01’’ on Reuters Telerate LLC (or such other page as may replace the EURIBOR 01 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying Euro-zone interbank offered rates for euro deposits).

(2) If no rate appears on Reuters Service Page EURIBOR 01 as specified in (1) above on a EURIBOR Interest Determination Date, EURIBOR

will be determined at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date on the basis of the rates at which deposits in euro having the Index Maturity specified in the accompanying prospectus supplement are offered to prime banks in the Euro-zone interbank market by four major banks in the Euro-zone interbank market selected by the calculation agent (as specified in the accompanying prospectus supplement) commencing on the second TARGET Business Day immediately following such EURIBOR Interest Determination Date and in a principal amount equal to an amount that is representative for a single transaction in such market at such time. The calculation agent will request the principal Euro-zone office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date by three leading banks in the Euro-zone selected by the calculation agent (as specified in the accompanying prospectus supplement) for loans in euro to European banks, having the specified Index Maturity, commencing on the second TARGET Business Day immediately following such EURIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. Notwithstanding the foregoing, if the banks selected as aforesaid by the calculation agent are not quoting as described above, EURIBOR in e ffect for the applicable period will be EURIBOR in effect on such EURIBOR Interest Determination Date.

Bond Equivalent Yield = D x N x 100 360 − (D x M)

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Euro LIBOR: Unless otherwise indicated in the accompanying prospectus supplement, Euro LIBOR will be determined by the calculation agent in

accordance with the following provisions:

(1) With respect to an Interest Determination Date relating to a Euro LIBOR Note or any Interest Determination Date for a Floating Rate Security for which the interest rate is determined with reference to Euro LIBOR (a Euro LIBOR Interest Determination Date), Euro LIBOR will be as specified in the accompanying prospectus supplement and will be determined as the offered rate for deposits in euro having the Index Maturity specified in such prospectus supplement, commencing on the second TARGET Business Day immediately following such Euro LIBOR Interest Determination Date, which appears on the Designated LIBOR Page specified in the accompanying prospectus supplement as of 11:00 A.M., London time, on that Euro LIBOR Interest Determination Date. If no such rate appears on the on t he Designated LIBOR Page specified in the accompanying prospectus supplement, as applicable, Euro LIBOR in respect of that Euro LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in (2) below.

(2) If no rate appears on the Designated LIBOR Page specified in the accompanying prospectus supplement as specified in (1) above on a Euro

LIBOR Interest Determination Date, Euro LIBOR will be determined at approximately 11:00 A.M., London time, on such Euro LIBOR Interest Determination Date on the basis of the rates at which deposits in euro having the Index Maturity specified in the related prospectus supplement are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the calculation agent (as specified in the accompanying prospectus supplement) commencing on the second TARGET Business Day immediately following such Euro LIBOR Interest Determination Date and in a principal amount equal to an amount that is representative for a single transaction in such market at s uch time. The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Euro LIBOR for such Euro LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, Euro LIBOR for such Euro LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., London time, on such Euro LIBOR Interest Determination Date by three leading European banks in the London interbank market selected by the calculation agent (as specified in the accompanying prospectus supplement) for loans in euro to European banks, having the specified Index Maturity, commencing on the second TARGET Business Day immediately following such Euro LIBOR Interest Determination Date and in a principal amount that is representative for a single transaction in such market at such time. Notwithstanding the foregoing, if the banks selected as af oresaid by the calculation agent are not quoting as described above, Euro LIBOR in effect for the applicable period will be Euro LIBOR in effect on such Euro LIBOR Interest Determination Date.

Derivative and Other Cash Flow Enhancement Arrangements

The trust may also include one or more derivative or other cash flow arrangements to ensure the timely payment of interest on the notes of a series or any class of notes. Such arrangements may include maturity liquidity facilities, interest rate cap or floor agreements or interest rate or currency swap agreements. The type of arrangements, if any, for a series of notes or class of notes, along with a description of the provider of such arrangements, will be described in the accompanying prospectus supplement.

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Variable Funding Note

The accompanying prospectus supplement for a trust may provide that the trust will issue one or more classes of notes in the applicable series that have particular targeted maturity dates. In order to have sufficient funds available on such targeted maturity dates, the trust may also concurrently issue amortizing floating notes, known as variable funding notes. These variable funding notes will not be offered or sold to the public under that prospectus supplement and this prospectus, but their existence and material terms will be disclosed in the related prospectus supplement. If on a particular targeted maturity date for a class of notes the applicable trust does not have sufficient funds available from collections on the related Receivables to repay these securities in full on the related payment date, the trust will be able to obtain an advance on the variable funding notes for this purpose. If a draw is made on a variable funding note to repay a class of notes on its targeted maturity date, such variable funding note will be entitled to payments of outstanding principal prior to all other classes of securities on subsequent payment dates until they are repaid in full. If for any reason a class of notes is not repaid in full on its targeted maturity date (due to the inability of the trust to obtain an advance on a variable funding note or otherwise), such failure to pay on such date will not constitute an event of default and the related noteholders will be entitled to payments of principal prior to all other classes of securities on all subsequent payment dates until they are repaid in full.

Interest Rate Flexibility For a Variable Funding Note. Interest accrued on any class of variable funding notes will be payable pari passu with interest due on the class or classes of securities issued by that trust. The prospectus supplement may provide that the variable funding note may have different rates of interest than the other classes of securities being issued by that trust, which may be fixed or floating. The related prospectus supplement will specify the interest rate for each such class and the method, if any, for determining subsequent changes to the interest rate. Pro-Rata Pay/Subordinate Securities

The accompanying prospectus supplement for a trust may provide that one or more classes of notes will be payable on an interest only or principal only basis. In addition, the notes may include two or more classes that differ as to timing, sequential order, priority of payment, Interest Rate or amount of distributions of principal or interest or both. Distributions of principal or interest or both on any class of notes may be made upon the occurrence of specified events, in accordance with a schedule or formula, or on the basis of collections from designated assets of the trust. A series may include one or more classes of notes, as to which accrued interest will not be distributed but rather will be added to the principal or specified balance of the note on each payment date. Revolving Period

The accompanying prospectus supplement for a trust may provide that all or a portion of the principal collected on the Receivables may be applied by the trustee to the acquisition of subsequent Receivables during the period specified in the related prospectus supplement, rather than used to distribute payments of principal to securityholders during that period. The related prospectus supplement will specify the percentage of the asset pool represented by the revolving period and the maximum amount of additional assets that may be acquired during the revolving period, in each case, to the extent determinable. These securities would then possess an interest only period or limited amortization period, also commonly referred to as a revolving period, which will be followed by an amortization period, during which principal would be paid. Any revolving period may terminate prior to the end of the specified period and result in earlier than expected principal repayment of the securities upon occurrence of certain events to be set forth in the related prospectus supplement. In addition, the related prospectus supplement will specify any limitation on the ability of the sponsor or depositor to add assets and the requirements for assets that may be added to the pool.

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Prefunding Period

The accompanying prospectus supplement for a trust may provide that on the closing date a portion of the proceeds specified in the related prospectus supplement received from the sale of the applicable notes will be deposited into a segregated prefunding account. The related prospectus supplement also will specify the percentage of the asset pool represented by the prefunding period. Following the closing date, and continuing until the date specified in the related prospectus supplement, commonly referred to as a prefunding period, the trust will have the ability to purchase additional Receivables from the depositor to the extent there are sufficient funds on deposit in the related prefunding account. To the extent sums on deposit in the related prefunding account are not utilized t o purchase additional Receivables prior to the end of the prefunding period, such amounts will be transferred to the related collection account and will become part of available amounts on the next payment date. Any prefunding period may terminate prior to the end of the specified period and result in earlier than expected principal repayment of one or more classes of securities specified in the related prospectus supplement upon occurrence of certain events to be set forth in the related prospectus supplement. In addition, the related prospectus supplement will specify any limitation on the ability of the sponsor or depositor to add assets and the requirements for assets that may be added to the pool. Book-Entry Registration

Each class of notes offered by this prospectus and the related prospectus supplement will be represented by one or more certificates registered in the name of Cede, as nominee of DTC, unless otherwise specified in the accompanying prospectus supplement. Noteholders may hold beneficial interests in notes through DTC (in the United States) or Clearstream Banking, societe anonyme, which we refer to in this prospectus as Clearstream, Luxembourg, or Euroclear Bank S.A./NV as operator of the Euroclear System (in Europe or Asia), which we refer to in this prospectus as Euroclear, directly if they are participants of those systems, or indirectly through organizations which are pa rticipants in those systems. Clearstream, Luxembourg and Euroclear will hold omnibus positions on behalf of their participants, which we refer to in this prospectus as Clearstream, Luxembourg Participants and Euroclear Participants, respectively, through customers’ securities accounts in their respective names on the books of their respective depositaries, which we collectively refer to as the Depositaries, which in turn will hold those positions in customers’ securities accounts in the Depositaries’ names on the books of DTC.

No noteholder will be entitled to receive a certificate representing that person’s interest in the notes, except as set forth below. Unless and until notes of a class are issued in fully registered certificated form under the limited circumstances described below, all references in this prospectus and the related prospectus supplement to actions by noteholders shall refer to actions taken by DTC upon instructions from DTC Participants, and all references in this prospectus and the related prospectus supplement to distributions, notices, reports and statements to noteholders shall refer to distributions, notices, reports and statements to Cede, as the registered holder of the notes, for distribution to noteholders in accordance with DTC procedures. Therefore, it is anticipated that the only noteholder will be Cede, as nominee of DTC . Noteholders will not be recognized by the related indenture trustee as noteholders as that term will be used in the relevant agreements, and noteholders will only be permitted to exercise the rights of holders of notes of the related class indirectly through DTC and DTC Participants, as further described below.

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream, Luxembourg Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary. However, each of these cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with that system’s rules and procedures and within that system’s established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream, Luxembourg Participants and Euroclear Participants may not deliver instructions directly to their respective Depositaries.

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Because of time-zone differences, credits of securities received in Clearstream, Luxembourg or Euroclear as a result of a transaction with a DTC

Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Those credits or any transactions in those securities settled during that processing will be reported to the relevant Euroclear Participant or Clearstream, Luxembourg Participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day follo wing settlement in DTC.

DTC is a limited purpose trust company organized under the laws of the State of New York, a ‘‘banking organization’’ within the meaning of the New York Banking Law, a member of the Federal Reserve System, a ‘‘clearing corporation’’ within the meaning of the New York Uniform Commercial Code and a ‘‘clearing agency’’ registered pursuant to Section 17A of the Exchange Act. DTC was created to hold securities for DTC Participants and to facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entries, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers, banks, trust companies and clearing corporations which may include underwriters, agents or dealers with respect to the securities of any class or series. Indirect access to the DTC system also is available to the Indirect DTC Participants either directly or indirectly through relationships with DTC Participants. The rules applicable to DTC and DTC Participants are on file with the SEC.

Noteholders that are not DTC Participants or Indirect DTC Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, notes may do so only through DTC Participants and Indirect DTC Participants. DTC Participants will receive a credit for the notes on DTC’s records. The ownership interest of each noteholder will in turn be recorded on respective records of the DTC Participants and Indirect DTC Participants.

Noteholders will not receive written confirmation from DTC of their purchase, but noteholders are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC Participant or Indirect DTC Participant through which the noteholder entered into the transaction. Transfers of ownership interests in the notes of any class will be accomplished by entries made on the books of DTC Participants acting on behalf of noteholders.

To facilitate subsequent transfers, all notes deposited by DTC Participants with DTC will be registered in the name of Cede, as nominee of DTC. The deposit of notes with DTC and their registration in the name of Cede will effect no change in beneficial ownership. DTC will have no knowledge of the actual noteholders and its records will reflect only the identity of the DTC Participants to whose accounts those notes are credited, which may or may not be the noteholders. DTC Participants and Indirect DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. While the notes of a series are held in book-entry form, noteholders will not have access to the list of noteholders of that series, which may impede the ability of noteholders to communicate with each other.

Conveyance of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect DTC Participants and by DTC Participants and Indirect DTC Participants to noteholders will be governed by arrangements among them, subject to any statutory or regulatory requirements that may be in effect from time to time.

Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers among DTC Participants on whose behalf it acts with respect to the notes and is required to receive and transmit payments of principal of and interest on the notes. DTC Participants and Indirect DTC Participants with which noteholders have accounts with respect to the notes similarly are required to make book-entry transfers and receive and transmit those payments on behalf of their respective notesholders.

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DTC’s practice is to credit DTC Participants’ accounts on each payment date in accordance with their respective holdings shown on its records, unless

DTC has reason to believe that it will not receive payment on that payment date. Payments by DTC Participants and Indirect DTC Participants to noteholders will be governed by standing instructions and customary practices, as is the case with notes held for the accounts of customers in bearer form or registered in ‘‘street name,’’ and will be the responsibility of that DTC Participant and not of DTC, the related indenture trustee (or any paying agent appointed by the indenture trustee), the depositor or the servicer, subject to any statutory or regulatory requirements that may be in effect from time to time. Payment of principal of and interest on each cla ss of notes to DTC will be the responsibility of the related indenture trustee (or any paying agent), disbursement of those payments to DTC Participants will be the responsibility of DTC and disbursement of those payments to the related noteholders will be the responsibility of DTC Participants and Indirect DTC Participants. DTC will forward those payments to its DTC Participants which thereafter will forward them to Indirect DTC Participants or noteholders.

Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants and some other banks, a noteholder may be limited in its ability to pledge notes to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to those notes due to the lack of a physical certificate for those notes.

DTC has advised the depositor that it will take any action permitted to be taken by a noteholder only at the direction of one or more DTC Participants to whose account with DTC the notes are credited. Additionally, DTC has advised the depositor that it will take those actions with respect to specified percentages of the noteholders’ interest only at the direction of and on behalf of DTC Participants whose holdings include undivided interests that satisfy those specified percentages. DTC may take conflicting actions with respect to other undivided interests to the extent that those actions are taken on behalf of DTC Participants whose holdings include those undivided interests.

Neither DTC nor Cede will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an ‘‘Omnibus Proxy’’ to the related indenture trustee as soon as possible after any applicable record date for that consent or vote. The Omnibus Proxy will assign Cede’s consenting or voting rights to those DTC Participants to whose accounts the related securities are credited on that record date (which record date will be identified in a listing attached to the Omnibus Proxy).

Clearstream, Luxembourg is a duly licensed bank organized as a limited liability company (a société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg as a professional depositary. Clearstream, Luxembourg holds securities for Clearstream, Luxembourg Participants and facilitates the clearance and settlement of securities transactions between Clearstream, Luxembourg Participants through electronic book-entry changes in Clearstream accounts of Clearstream, Luxembourg Participants or between a Clearstream account and a Euroclear account, thereby eliminating the need for physical movement of certificates. For transactions between a Clearstream, Luxembourg participant and a participant of another securities settlement system, Clearstream, Luxembourg generally adjusts to the settlement rules of the other securities settlement system. Transactions may be settled by Clearstream, Luxembourg in numerous currencies, including United States dollars. Clearstream, Luxembourg provides to Clearstream, Luxembourg Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg also deals with domestic securities markets in several countries through established depository and custodial relationships. As a professional depositary, Clearstream, Luxembourg is subject to regulation by the Luxembourg Commission de Surveillance du Secteur Financier, ‘‘CSSF’’. Clearstream, Luxembourg Participants are world-wide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream, Luxembourg Participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear to facilitate settlement of trades between Clearstream, Luxembourg and Euroclear.

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Euroclear was created in 1968 to hold securities for Euroclear Participants and to clear and settle transactions between Euroclear Participants through

simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in numerous currencies, including United States dollars. Euroclear provides various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries. Euroclear is operated by Euroclear Bank S.A./NV, we which refer to in this prospectus as the Euroclear Operator. All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters, agents or dealers with respect to any class or series of securities offered by this prospectus and each related prospectus supplement. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law, commonly referred to as the Terms and Conditions. The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.

Payments with respect to notes held through Clearstream, Luxembourg or Euroclear will be credited to the cash accounts of Clearstream, Luxembourg Participants or Euroclear Participants in accordance with the relevant system’s rules and procedures, to the extent received by its Depositary.

Those payments will be subject to tax withholding in accordance with relevant United States tax laws and regulations. We refer you to ‘‘Certain U.S. Federal Income Tax Considerations’’ in this prospectus. Clearstream, Luxembourg or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a noteholder on behalf of a Clearstream, Luxembourg Participant or Euroclear Participant only in accordance with its relevant rules and procedures and subject to its Depositary’s ability to effect those actions on its behalf through DTC.

DTC, Clearstream, Luxembourg and Euroclear are under no obligation to perform or continue to perform the foregoing procedures and such procedures may be discontinued at any time. Definitive Securities

The certificates of any series will be issued in fully registered, certificated form. If the depositor or an affiliate retains any or all of a class of notes, the depositor may choose to have such retained notes issued in fully registered, certificated form.

In addition to the circumstances described above, the notes of a given series will be issued in fully registered, certificated form to noteholders or their respective nominees, rather than to DTC or its nominee, only if:

● DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to those notes and the depositor, the administrator or the indenture trustee is unable to locate a qualified successor (and if it is the depositor or the administrator that has made that determination, the depositor or that administrator so notifies the applicable indenture trustee in writing);

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Upon the occurrence of any event described in the immediately preceding paragraph of which a responsible officer of the applicable trustee has actual

knowledge, the applicable trustee will be required to notify all applicable noteholders of a given series through DTC Participants of the availability of definitive securities. Upon surrender by DTC of the definitive notes representing the corresponding notes and receipt of instructions for re-registration, the applicable indenture trustee will reissue those notes as definitive notes to those noteholders.

Payments of principal of, and interest on, the definitive securities will thereafter be made by the applicable indenture trustee in accordance with the procedures set forth in the related indenture or the related trust agreement, as applicable, directly to holders of definitive securities in whose names the definitive securities were registered at the close of business on the applicable record date specified for those securities in the accompanying prospectus supplement. Those payments will be made by wire transfer or check mailed to the address of that holder as it appears on the register maintained by the applicable indenture trustee. The final payment on any definitive security, however, will be made only upon presentation and surrender of that definitive security at the office or agency specified in the notice of final payment to the applicable securityholders. The applicable indenture trustee will provide notice to the applicable securityholders not less than 15 days prior to the date on which final payment is expected to occur.

Definitive securities will be transferable and exchangeable at the offices of the applicable trustee or of a registrar named in a notice delivered to holders of definitive securities. No service charge will be imposed for any registration of transfer or exchange, but the applicable trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

DESCRIPTION OF THE TRANSFER AND SERVICING AGREEMENTS

The following summary describes material terms of each sale and servicing agreement pursuant to which a trust will purchase Receivables from the depositor and the servicer will agree to service those Receivables, each trust agreement pursuant to which a trust will be created and certificates will be issued and each administration agreement pursuant to which the administrator will undertake specified administrative duties with respect to a trust. Forms of the Transfer and Servicing Agreements have been filed as exhibits to the registration statement of which this prospectus forms a part. This summary is subject to, and qualified in its entirety by reference to, all the provisions of the Transfer and Servicing Agreements. Sale and Assignment of Receivables

On or prior to the closing date specified with respect to any given trust in the accompanying prospectus supplement, the originator will sell and assign to the depositor, without recourse and pursuant to a purchase agreement, its entire interest in the Receivables comprising the related pool, including the security interests in the Financed Vehicles. On the closing date, the depositor will transfer and assign to the applicable indenture trustee on behalf of the trust, without recourse and pursuant to a sale and servicing agreement, its entire interest in the Receivables comprising the related pool, including its security interests in the related Financed Vehicles. Each Receivable will be identified in a schedule appearing as an exhibit to the related sale and servicing agreement, but the existence and characteristics of the related Recei vables will not be verified by the related indenture trustee. The applicable trustee will, concurrently with the transfer and assignment, on behalf of the trust, execute and deliver the related notes and/or certificates. The net proceeds received from the sale of the notes of a given series will be applied to the purchase of the related Receivables from the depositor and, to the extent specified in the accompanying prospectus supplement, to make any required initial deposit into any prefunding account, the reserve fund and the yield supplement account, if any. The depositor will initially retain the certificates of the related series.

● the depositor or the administrator or the indenture trustee, as applicable, is successful in exercising an election to terminate the book-entry system through DTC; or

● after the occurrence of an Event of Default or a Servicer Default with respect to those notes, holders representing at least a majority of the outstanding principal amount of the notes of that series, acting together as a single class, advise the applicable trustee through DTC in writing that the continuation of a book-entry system through DTC (or a successor thereto) with respect to those notes is no longer in the best interests of the holders of those notes.

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The originator, pursuant to a purchase agreement, and the depositor, pursuant to a sale and servicing agreement, will represent and warrant, among other

things, that:

Unless otherwise provided for in the related prospectus supplement, as of the last day of the second (or, if the depositor so elects, the first) collection period

following the discovery by or notice to the depositor of a breach of any representation or warranty of the depositor that materially and adversely affects the interests of the related securityholders in any Receivable, the depositor, unless the breach is cured, will repurchase that Warranty Receivable from that trust and, pursuant to the related purchase agreement, the originator will purchase that Warranty Receivable from the depositor, at a price equal to the Warranty Purchase Payment for that Receivable. This repurchase obligation will constitute the sole remedy available to the securityholders or the trust for any uncu red breach by the depositor. The obligation of the depositor to repurchase a Receivable will not be conditioned on performance by the originator of its obligation to purchase that Receivable from the depositor pursuant to the related purchase agreement.

Pursuant to each sale and servicing agreement, the depositor and each trust will designate the servicer as custodian to maintain possession as that trust’s agent of the related retail installment sale contracts and any other documents relating to the Receivables. To assure uniform quality in servicing both the Receivables and the servicer’s own portfolio of retail installment sale contracts, as well as to facilitate servicing and reduce administrative costs, the documents evidencing the Receivables will not be physically segregated from other retail installment sale contracts of the servicer, or those which the servicer services for others, or marked to reflect the transfer to the related trust as long as AHFC is servicing the Receivables. However, Uniform Commercial Code (as in effect in the applicable jurisdiction) (the � 216;‘UCC’’) financing statements reflecting the sale and assignment of the Receivables by the originator to the depositor and by the depositor to the applicable trust will be filed, and the respective accounting records and computer files of the originator and the depositor will reflect that sale and assignment. The depositor, or the servicer on its behalf, will be responsible for maintaining such perfected security interest through the filing of continuation statements or amended financing statements, as applicable. Because the Receivables will remain in the servicer’s possession and will not be stamped or otherwise marked to reflect the assignment to the indenture trustee, if a subsequent purchaser were able to take physical possession of the Receivables without knowledge of the assignment, the trust’s interest in the Receivables could be defeated. In addition, in some cases, the indenture trustee’s security interes t in collections that have been received by the servicer but not yet remitted to the related collection account could be defeated. We refer you to ‘‘Certain Legal Aspects of the Receivables—Security Interests’’ in this prospectus.

● the information provided in the related schedule of Receivables delivered in connection with sale is true and correct in all material respects;

● at the time of origination of each Receivable, the related Obligor on each Receivable is required to maintain physical damage insurance covering the Financed Vehicle in accordance with the originator’s normal requirements;

● each of those Receivables is or will be secured by a first priority perfected security interest in favor of the originator in the Financed Vehicle;

● to the best of its knowledge, as of the applicable closing date, the related Receivables are free and clear of all security interests, liens, charges and encumbrances and no offsets, defenses or counterclaims have been asserted or threatened;

● each related Receivable, at the time it was originated, complied and, as of the applicable closing date, complies in all material respects with applicable federal and state laws, including, consumer credit, truth-in-lending, equal credit opportunity and disclosure laws; and

● any other representations and warranties that may be set forth in the accompanying prospectus supplement are true and correct in all material respects.

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Accounts

With respect to each trust, the servicer will establish and maintain with the related owner trustee or indenture trustee one or more accounts each designated as a collection account, in the name of the indenture trustee, on behalf of the related securityholders, into which payments made on or with respect to the related Receivables and amounts released from any yield supplement account, reserve fund, prefunding account or other form of credit enhancement will be deposited for payment to the related securityholders.

Any prefunding account, any yield supplement account or any reserve fund, will be described in the accompanying prospectus supplement.

The related prospectus supplement will set forth the provisions to be contained in the related sale and servicing agreement regarding the applicable dates when collections on Receivables received by the servicer must be transferred to the related collection account.

For any series of securities, funds in the related collection account, any yield supplement account, any prefunding account, any reserve fund and other accounts that may be identified in the accompanying prospectus supplement will be invested, at the direction of the Treasury Department of the servicer, as provided in the related sale and servicing agreement in Eligible Investments.

‘‘Eligible Investments’’ mean, at any time, any one or more of the following obligations and securities:

● obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States;

● general obligations of or obligations guaranteed by the Federal National Mortgage Association, any state of the United States, the District of Columbia or the Commonwealth of Puerto Rico then rated the highest available credit rating of each Rating Agency for such obligations;

● securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico, so long as at the time of such investment or contractual commitment providing for such investment either the long-term unsecured debt of such corporation has the highest available credit rating from each Rating Agency for such obligations or the commercial paper or other short-term debt which is then rated has the highest available credit rating of each Rating Agency for such obligations;

● certificates of deposit issued by any depository institution or trust company (including the indenture trustee) incorporated under the laws of the United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico and subject to supervision and examination by banking authorities of one or more of such jurisdictions, provided that the short-term unsecured debt obligations of such depository institution or trust company has the highest available credit rating of each Rating Agency for such obligations;

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Except as described below or in the related prospectus supplement, Eligible Investments are limited to obligations or securities that mature on or before the

next payment date for that series. However, to the extent permitted by the Rating Agencies, funds in any Account (other than the collection account) may be invested in obligations or securities that will not mature prior to the next payment date with respect to those certificates or notes and will not be sold to meet any shortfalls. Thus, the amount of cash in any reserve fund or yield supplement account at any time may be less than the balance of the reserve fund or the yield supplement account, as the case may be. If the amount required to be withdrawn from any reserve f und or yield supplement account to cover shortfalls in collections on the related Receivables (as provided in the accompanying prospectus supplement) exceeds the amount of cash in the reserve fund or the yield supplement account, as the case may be, a temporary shortfall in the amounts paid to the related noteholders or certificateholders could result, which could, in turn, increase the average life of the notes or the certificates of that series. Investment earnings on funds deposited in the Accounts, net of losses and investment expenses, shall be released to the servicer or the depositor on each Payment Date and shall be the property of the servicer or the depositor, as the case may be.

For each trust, the Accounts will be maintained with the related indenture trustee or owner trustee so long as it is an Eligible Institution. If the related indenture trustee or owner trustee, as the case may be, ceases to be an Eligible Institution, then the servicer shall, with the assistance of the indenture trustee or the owner trustee as may be necessary, cause each Account to be moved to an Eligible Institution. Servicing Procedures

The servicer, for the benefit of each trust, shall manage, service, administer and make collections on the Receivables (other than Administrative Receivables and Warranty Receivables) with reasonable care, using that degree of skill and attention that the servicer exercises with respect to all comparable motor vehicle and motorcycle receivables that it services for itself or others. The servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors in accordance with its customary practices, policing the collateral, accounting for collections and furnishing monthly and annual statements to the trustee s with respect to distributions, generating federal income tax information, making Advances and performing the other duties specified in the related sale and servicing agreement. The Servicer shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the servicer shall be authorized and empowered to execute and deliver, on behalf of itself, each trust, the trustees, the related securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables and the Financed Vehicles. The servicer is authorized to commence, in its own name or in the name of the related trust, a legal proceeding to enforce a defaulted Receivable or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or involving a Receivable, including a defaulted Receivable. If the servicer commences or participates in such a legal proceeding in its own name, the related trust will be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other related property of the trust with respect to such Receivable to the servicer for purposes of commencing or participating in any such proceeding as a party or claimant. The servicer is also authorized and empowered under each sale and servicing agreement to execute and deliver in the servicer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. If in any enforcement suit or legal proceeding it shall be held that the servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the owner trustee on behalf of the related trust shall, at the servicer’s expense and written direction, take steps to enforce such Receivable, including bring suit in its name or the name of the trust, the indenture trustee, the related noteholders or the related certificateholders. The owner trustee on behalf of the related trust is required to furnish the servicer with any powers of attorney and other documents and take any other steps which the servicer may deem necessary or appropriate to enable the servicer to carry out its servicing and administrative duties under the sale and servicing agreement.

● certificates of deposit issued by any bank, trust company, savings bank or other savings institution and fully insured by the Federal Deposit Insurance Corporation;

● repurchase obligations held by the indenture trustee that are acceptable to the indenture trustee with respect to any security described in the first and second bullets above or any other security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in the fourth bullet above;

● any mutual fund, money market fund, common trust fund or other pooled investment vehicle having a rating, at the time of such investmentfrom each of the rating agencies rating in the highest investment category granted thereby, (including, but not limited to funds of which theindenture trustee or an affiliate thereof is the manager or financial advisor);

● such other investments with respect to which the rating agency condition specified in the applicable indenture is satisfied.

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The servicer will make reasonable efforts to collect all payments due with respect to the Receivables held by any trust and will, consistent with the related

sale and servicing agreement, follow the collection procedures it follows with respect to comparable retail installment sale contracts it services for itself and others.

The servicer will be authorized to grant certain rebates, adjustments or extensions with respect to a Receivable. However, if any modification of a Receivable extends the maturity of a Receivable beyond the final scheduled maturity date of the last maturing security issued by the trust, as set forth in the accompanying prospectus supplement, the servicer will be obligated to purchase the Receivable as described below.

In addition, the servicer will covenant that, except as otherwise contemplated in the related agreement (including the provisions in the immediately two preceding paragraphs):

● it will not release any Financed Vehicle from the security interest granted in the related Receivable;

● it will do nothing to impair the rights of the securityholders in the Receivables;

● it will not alter the APR of any Receivable;

● it will not modify the number of payments under a Receivable or the maturity of a Receivable beyond the final scheduled maturity date of the last maturing security issued by the trust unless it is making advances corresponding to reduction in Scheduled Payments as described above; and

● it will not alter the amount financed under a Receivable.

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The servicer, the owner trustee or the indenture trustee shall inform the other parties promptly upon the discovery of any breach by the servicer or upon

actual knowledge of such breach by a responsible officer of the owner trustee or indenture trustee of the above obligations that would materially and adversely affect any Receivable. Unless the breach is cured by the last day of the second collection period following the discovery (or, if the servicer so elects, the last day of the first collection period following the discovery), the servicer is required to purchase any such Administrative Receivable materially and adversely affected by the breach from the trust at a price equal to the Administrative Purchase Payment for that Receivable. Upon the purchase of any Administrative Receivable, the servicer will, for all purposes of the related sale and servicing agreement, be deemed to have released all claims for the reimbursement of outstanding Receivables (‘‘Advances’’) made in respect of that Administrative Receivable. This purchase obligation will constitute the sole remedy available to the securityholders or the trustees for any uncured breach by the servicer.

If the servicer determines that eventual payment in full of a Receivable is unlikely, the servicer will follow its normal practices and procedures to recover all amounts due upon that Receivable, including repossessing and disposing of the related Financed Vehicle at a public or private sale, or taking any other action permitted by applicable law. We refer you to ‘‘Certain Legal Aspects of the Receivables’’ in this prospectus. Insurance on Financed Vehicles

Each Receivable requires the related Obligor to maintain specific levels and types of insurance coverage to protect the Financed Vehicle against losses. The originator requires evidence of insurance coverage by the Obligors at the time of origination of the Receivables, but performs no verification of continued coverage after origination. The originator will not be obligated to make payments to the trust for any loss as to which third party insurance has not been maintained, except to the extent of its obligations under the related purchase agreement. Since the Obligors may select their own insurers to provide the requisite coverage, the specific terms of their policies may vary. The servicer will not be required to monitor the maintenance of insurance. A failure by an Obligor to maintain physical damage insurance will constitute a defau lt under the related Receivable. We refer you to ‘‘The Receivables—Underwriting of Motor Vehicle and Motorcycle Loans’’ in this prospectus. In the event that the Obligor fails to maintain any required insurance and this failure results in a shortfall in amounts to be distributed to securityholders which is not covered by amounts on deposit in the reserve fund or by subordination of payments on the certificates to the extent described in this prospectus, the related securityholders could suffer a loss on their investment. Collections

The servicer maintains several bank accounts into which payments from Obligors on the Receivables and payments from obligors on other retail installment sale contracts and automobile lease contracts are deposited upon receipt by the servicer. Payments received are deposited into the accounts based on the type and manner in which such payment is received. Payments made by check or electronic debit are deposited into one or more lockbox accounts. All other payments, including prepayments in full, are deposited into another account. Funds on deposit in these accounts are transferred to a separate operating account from which all sums representing payments on the related Receivables are remitted to the related collection account on a monthly basis.

With respect to each trust, the servicer will deposit all payments on Receivables received from Obligors and all proceeds of Receivables collected during the collection period specified in the accompanying prospectus supplement into the collection account not later than two business days after receipt. However, so long as AHFC is the servicer, if each condition to making monthly deposits as may be required by the related sale and servicing agreement (including, the satisfaction of specified ratings criteria by AHFC and the absence of any Servicer Default) is satisfied, the servicer may retain these amounts until the business day immediately preceding the related payment date. The servicer will be entitled to withhold, or to be reimbursed from amounts otherwise payable into or on deposit in the collection account, amounts previously depos ited in the collection account but later determined to have resulted from mistaken deposits or postings. Except in some circumstances described in the related sale and servicing agreement, pending deposit into the collection account, collections may be employed by the servicer at its own risk and for its own benefit and will not be segregated from its own funds.

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The servicer or the depositor, as the case may be, will remit the aggregate Warranty Purchase Payments and Administrative Purchase Payments of

Receivables to be purchased from the trust to the collection account on the business day immediately preceding the related payment date.

If the servicer were unable to remit the funds as described above, securityholders might incur a loss. To the extent set forth in the accompanying prospectus supplement, the servicer may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related trust to secure timely remittances of collections on the related Receivables and payment of the aggregate Warranty Purchase Payments and Administrative Purchase Payments with respect to Receivables required to be repurchased by the depositor or the servicer, as applicable.

Collections on or in respect of a Receivable made during a collection period (including Warranty Purchase Payments and Administrative Purchase Payments) which are not late fees, extension fees or certain other similar fees or charges will be applied first to any outstanding Advances made by the servicer with respect to the Receivable, and then to the related Scheduled Payment. Any collections on or in respect of a Receivable remaining after those applications will be considered an excess payment. Excess payments constituting a prepayment in full or a partial prepayment relating to Receivables will be applied as a prepayment in respect of the Receivable. Advances

If the Scheduled Payment on a Receivable (other than an Administrative Receivable or a Warranty Receivable) is not received in full by the end of the month in which it is due, the servicer shall, subject to the limitations set forth below, make an Advance to the trust in an amount with respect to the Receivable equal to the product of the Principal Balance of the Receivable as of the first day of the related collection period and one-twelfth of its APR minus the amount of interest actually received on the Receivable during the related collection period. If a calculation results in a negative number, an amount equal to such negative amount shall be paid to the servicer in reimbursement of outstanding Advances. In addition, in the event that a Receivable becomes a liquidated Receivabl e, the amount of accrued and unpaid interest thereon (but not including interest for the current collection period) shall, up to the amount of all outstanding Advances in respect thereof, be withdrawn from the related collection account and paid to the servicer in reimbursement of the outstanding Advances. No advances of principal will be made with respect to Receivables. The servicer will not be obligated to make an Advance (other than in respect of an interest shortfall arising from the prepayment of a Receivable) to the extent that it determines, in its sole discretion, that Advance will not be recovered from subsequent collections on or in respect of the related Receivable.

The servicer will make all Advances by depositing into the related collection account an amount equal to the aggregate of the Advances due in respect of a collection period on the business day immediately preceding the related Payment Date. The related prospectus supplement will set forth the provisions to be contained in the related sale and servicing agreement regarding the applicable dates when Advances must be deposited into to the related collection account. Servicing Compensation

Unless otherwise provided in the accompanying prospectus supplement, the servicer will be entitled to receive as compensation for services rendered an amount equal to the aggregate Principal Balance of the Receivables as of the first day of the related collection period multiplied by the applicable Servicing Fee Rate (which we refer to in this prospectus as the ‘‘Base Servicing Fee’’) for each collection period. The Base Servicing Fee (together with any portion of the Base Servicing Fee that remains unpaid from prior payment dates) will be paid solely to the extent of amounts available for that purpose as set forth in the accompanying prospectus supplement. However, the Base Servicing Fee will be paid pr ior to the payment of available amounts to the noteholders or the certificateholders of the given series.

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Unless otherwise provided in the accompanying prospectus supplement, the servicer will also be entitled to collect and retain any late fees, prepayment

charges and other administrative fees or similar charges allowed by applicable law with respect to the related Receivables and any interest earned during a collection period from the investment of monies in the collection account as a Supplemental Servicing Fee. Payments by or on behalf of Obligors will be allocated to scheduled payments and late fees and other charges in accordance with the servicer’s normal practices and procedures. In addition, the servicer will be entitled to reimbursement from any given trust for specified liabilities. The servicer will be paid the Base Servicing Fee for each collection period on the payme nt date related to that collection period prior to the payment of interest on any class of notes or certificates. However, if it is acceptable to each Rating Agency, as evidenced by satisfacation of the rating agency condition specified in the applicable indenture, the Base Servicing Fee in respect of a collection period (together with any portion of the Base Servicing Fee that remains unpaid from the prior payment dates) will be paid at the beginning of that collection period out of collections of interest on the related Receivables.

The Base Servicing Fee and the Supplemental Servicing Fee (collectively, the ‘‘Total Servicing Fee’’) will compensate the servicer for performing the functions of a third party servicer of motor vehicle and/or motorcycle receivables as an agent for the beneficial owner of those Receivables, including collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment statements to Obligors, reporting tax information to Obligors, paying costs of collections and policing the collateral. The Total Servicing Fee also will compensate the servicer for administering the particular pool of Receivables, including making Advances, accounting for collections and furnishing monthly statements to the re lated owner trustee and indenture trustee with respect to payments. The Total Servicing Fee also will reimburse the servicer for specified taxes, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the applicable pool of Receivables. Distributions on the Securities

With respect to each series of securities, beginning on the payment date specified in the accompanying prospectus supplement, payments of principal of and interest (or, where applicable, of principal or interest only) on each class of those securities entitled thereto will be made by the applicable indenture trustee to the noteholders and by the applicable owner trustee to the certificateholders of that series. The timing, calculation, allocation, order, source, priorities of and requirements for all payments to each class of noteholders and all payments to each class of certificateholders of that series will be set forth in the accompanying prospectus supplement.

With respect to each trust, on each Payment Date, collections on the related Receivables will be withdrawn by the indenture trustee, based solely upon information to be provided by the servicer, from the related collection account and will be paid to the noteholders and/or certificateholders to the extent provided in the accompanying prospectus supplement. Credit enhancement, such as a reserve fund and yield supplement account, may be available to cover any shortfalls in the amount available for payment to the securityholders on that date to the extent specified in the accompanying prospectus supplement. As more fully described in the accompanying prospectus supplement:

● payments of principal of a class of securities of a given series will be subordinate to payments of interest on that class;

● payments in respect of one or more classes of certificates of that series may be subordinate to payments in respect of notes, if any, of that series or other classes of certificates of that series; and

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Credit and Cash Flow Enhancement

The amounts and types of credit and cash flow enhancement arrangements and the applicable provider, with respect to each class of securities of a given series, if any, will be set forth in the accompanying prospectus supplement. If and to the extent provided in the accompanying prospectus supplement, credit and cash flow enhancement may be in the form of subordination of one or more classes of securities, reserve funds, yield supplement accounts, over-collateralization, letters of credit, credit or liquidity facilities, surety bonds, guaranteed investment contracts, currency or interest rate swap agreements, yield supplement agreements, or any combination of the foregoing. If specified in the accompanying prospectus supplement, credit or cash flow enhancement for a class of securities may cover one or more other classes of securities of the same series, and credit or cash flow enhancement for a series of securities may cover one or more other series of securities.

The presence of a reserve fund and other forms of credit enhancement for the benefit of any class or series of securities is intended to enhance the likelihood of receipt by the securityholders of that class or series of the full amount of principal and interest due on those securities and to decrease the likelihood that the securityholders will experience losses. Credit or cash flow enhancement for a class or series of securities will not provide protection against all risks of loss and will not guarantee repayment of the entire principal of and interest on those securities. If losses occur which exceed the amount covered by any credit enhancement or which are not covered by any credit enhancement, securityholders of any class or series will bear their allocable share of deficiencies, as described in the accompanying prospectus suppleme nt. In addition, if a form of credit enhancement covers more than one class or series of securities, securityholders of any of that class or series will be subject to the risk that that credit enhancement will be exhausted by the claims of securityholders of other classes or series.

Reserve Fund. If provided in the accompanying prospectus supplement and pursuant to the related sale and servicing agreement, the depositor or a third party will establish for a series or class of securities an account, as specified in the accompanying prospectus supplement, to be designated as a reserve fund, which will be maintained with the related owner trustee or indenture trustee, as applicable. Unless otherwise specified in the prospectus supplement, the reserve fund will be funded by an initial deposit by the depositor or a third party on the Closing Date in the amount set forth in the accompanying prospectus supplement. To the extent provided in the accompanying prospectus supplement, the amount on deposit in the reserve fund will be increased on each payment date th ereafter up to the specified reserve fund balance, to be set forth in the accompanying prospectus supplement, by the deposit in the reserve fund of the amount of collections on the related Receivables remaining on each payment date after all specified payments on that date are made. The accompanying prospectus supplement will describe the circumstances and manner under which payments may be made out of the reserve fund, either to holders of the securities covered by that prospectus supplement or to the depositor or a third party. Monies on deposit in the reserve fund may be invested in Eligible Investments under the circumstances and in the manner described in the related sale and servicing agreement.

Yield Supplement Account. A yield supplement account may be established with respect to any class or series of securities. The terms relating to any yield supplement account will be set forth in the accompanying prospectus supplement. Each yield supplement account will be designed to hold funds to be applied by the related owner trustee or, if that trust issues notes, the related indenture trustee, to provide payments to securityholders in respect of Receivables that have APRs less than the applicable Required Rate. Unless otherwise specified in the accompanying prospectus supplement, each yield supplement account will be maintained with the same entity with which the related collection account is maintained and will be created on the related closing date with an initial deposit in an amount and by the depositor or other person specified in the accompanying prospectus supplement.

● payments in respect of one or more classes of notes of that series may be subordinated to payments in respect of other classes of notes of that series.

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On each payment date, the related owner trustee or indenture trustee, as applicable, will transfer to the collection account from monies on deposit in the

yield supplement account the applicable Yield Supplement Deposit specified in the accompanying prospectus supplement in respect of the Receivables having APRs less than the Required Rate for that payment date. Unless otherwise specified in the accompanying prospectus supplement, amounts on deposit on any payment date in the yield supplement account in excess of the Required Yield Supplement Amount specified in the accompanying prospectus supplement, after giving effect to all payments to be made on that payment date, will be released to the depositor. The depositor or other p erson specified in the accompanying prospectus supplement will not have any obligation after the related closing date to deposit any amounts into the yield supplement account after the related closing date even if the amount on deposit in that account is less than the Required Yield Supplement Amount for any Payment Date. Monies on deposit in the yield supplement account may be invested in Eligible Investments under the circumstances and in the manner described in the related sale and servicing agreement or trust agreement.

Yield Supplement Overcollateralization. In lieu of, or in addition to, a yield supplement account, the related prospectus supplement may provide that a specified percentage of pool overcollaterlization will be created on the related closing date to provide credit enhancement to compensate for low APRs on certain of the Receivables. The related prospectus supplement will set forth a schedule providing for the planned amortization of this required overcollateralization and the formula upon which such schedule was calculated.

Surety Bond. The prospectus supplement may provide that the trust enter into agreements with an insurer such that the insurer may guarantee payments of principal and/or interest on the securities. If, on the date so specified in the prospectus supplement, the amount on deposit in the collection account after giving effect to all amounts deposited to or payable from a payahead account, a prefunding account or a capitalized interest agreement with respect to the related payment date, is less than the sum of the Base Servicing Fee, and amounts due to securityholders on the related payment date, the applicable trustee by delivering a notice to the insurer shall demand payment under the surety bond in an amount equal to the deficiency. The accompanying prospectus supplement will d escribe the circumstances and manner under which payments may be made under the surety bond, either to securityholders, or the owner trustee or the indenture trustee, as the case may be. The related prospectus supplement will set forth the material provisions of each such surety bond and will contain certain information regarding each insurer. In addition, the related prospectus supplement will set forth all other information (including financial information pertaining to the insurer, to the extent required) as set forth in Regulation AB Items 1114(a) and (b).

Cash Collateral Account. The prospectus supplement may provide that upon the occurrence of an Event of Default or a Servicer Default, a segregated cash collateral account may be established as security for the servicer’s obligations under the sale and servicing agreement.

Derivative Agreements. If specified in a related prospectus supplement, a trust may enter into one or more swap, cap or floor agreement to reduce its exposure to currency and/or interest rate risks that pay based on one currency or interest rate index and the related series of securities that pay based on a different currency or interest rate index. In this section the term index refers to standard interest rate indices such as Fed Funds, LIBOR or Prime. Each such swap, cap or floor agreement will be entered into with a counterparty acceptable to the Rating Agencies, as evidenced by satisfaction of the rating agency condition specified in the applicable indenture, and will contain such terms as are usual and customary for derivative transactions of these type. The related prospectus supplement will set forth the material provisions of each such swap, floor or cap agreement and will contain certain information regarding each counterparty. In addition, the related prospectus supplement will set forth the ‘‘significance estimate’’ and ‘‘significance percentage’’ of such derivative agreement and all other information (including financial information pertaining to the counterparty, to the extent required) as set forth in Regulation AB Items 1115(a) and (b).

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Net Deposits

As an administrative convenience, as long as specified conditions are satisfied, the servicer will be permitted to make the deposit of collections, aggregate Advances and Administrative Purchase Payments for any trust for or with respect to the related collection period net of payments to be made to the servicer with respect to that collection period. The servicer may cause to be made a single, net transfer to the collection account. The servicer, however, will account to the owner trustee, any indenture trustee, the noteholders, if any, and the certificateholders with respect to each trust as if all deposits, payments and transfers were made individually. With respect to any trust that issues both certificates and notes, if the related payment dates are not the same for all classes of securities, all distributions, deposits or other rem ittances made on a payment date will be treated as having been distributed, deposited or remitted on the same payment date for the applicable collection period for purposes of determining other amounts required to be distributed, deposited or otherwise remitted on a payment date. Statements to Trustees and the Trust

On a date to be specified in the accompanying prospectus supplement, which shall be prior to each payment date, the servicer will provide to the applicable indenture trustee, if any, and the applicable owner trustee a statement setting forth with respect to a series of securities substantially the same information that is required to be provided in the periodic reports provided to securityholders of that series described under ‘‘—Statements to Securityholders’’ below. Statements to Securityholders

With respect to each series of securities that includes notes, prior to each payment date, the servicer will prepare and provide to the related indenture trustee a statement to be delivered to the related noteholders on that payment date. In addition, prior to each payment date, the servicer will prepare and provide to the related owner trustee of each trust, a statement to be delivered to the certificateholders. Each statement to be delivered to securityholders will include (among other items and to the extent applicable) the following information (together with any other information so specified in the accompanying prospectus supplement) as to the notes of that series and as to the certificates of that series with respect to that payment date:

● the record date, the determination date and any applicable accrual dates for the notes and certificates of that series;

● the amount of payment allocable to interest on each class of securities of that series;

● the amount of payment allocable to the principal amount of each class of notes and to the Certificate Balance of each class of certificates of that series;

● the number of and the aggregate Principal Balance of the Receivables as of the close of business on the first day and last day of the related collection period after giving effect to payments allocated to principal reported under the immediately preceding bullet point;

● the note pool factor for each class of those notes, and the Certificate Balance and the certificate pool factor for each class of those certificates, each after giving effect to all payments reported under the first bullet point above on that date;

● fees or expenses accrued and paid, including the Total Servicing Fee and fees or expenses of the trustees, with an identification of the general purpose of such fees and the party receiving such fees or expenses;

● the Noteholders’ Interest Carryover Shortfall, the Noteholders’ Principal Carryover Shortfall, the Certificateholders’ Interest Carryover Shortfall and the Certificateholders’ Principal Carryover Shortfall (each as defined in the accompanying prospectus supplement), if any, in each case as applicable to each class of securities;

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Copies of the statements may be obtained by the securityholders by delivering a request in writing addressed to the applicable trustee at its address set forth

in the accompanying prospectus supplement.

Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of each trust, the applicable trustee will make available to each person who at any time during that calendar year has been a securityholder with respect to that trust and received any payment a statement containing information for the purposes of that securityholder’s preparation of federal income tax returns. We refer you to ‘‘Certain U.S. Federal Income Tax Considerations’’ in this prospectus.

● the Interest Rate or Pass Through Rate for the Interest Period relating to the succeeding Payment Date for any class of notes or certificates of that series with variable or adjustable rates;

● the beginning and ending principal balances of the notes and certificates;

● the pool characteristics as of the last day of the related collection period, including, but not limited to, the weighted average Interest Rate and weighted average remaining term to maturity;

● the Available Amounts (as that term is defined in the prospectus supplement);

● delinquency and loss information for the related collection period;

● the amount of non-recoverable Advances on that Payment Date;

● any material modifications, extensions or waivers to the terms of the related Receivables;

● any material breaches of representations or warranties related to the Receivables;

● amounts, if any, on deposit in the prefunding account and the amount withdrawn from the prefunding account since the previous payment date to purchase additional Receivables;

● amounts, if any, on deposit in the yield supplement account after giving effect to changes thereto on that date and the amount of those changes;

● the beginning and ending balances of any reserve fund;

● any amounts drawn on any credit enhancement, and the amount of coverage remaining under any such enhancement, if known;

● with respect to trusts for which an initial bona fide offering of notes occurs on or after February 14, 2012, the information required by Rule 15Ga-1(a) under the Exchange Act concerning all Receivables that were the subject of a demand to repurchase or replace for breach of representation or warranty; and

● any addition or removal of Receivables in connection with a prefunding or revolving period (and, in the case of additions, any material changes in the solicitation, credit-granting, underwriting, origination, acquisition or pool selection criteria or procedures, as applicable, used to originate, acquire or select the new receivables).

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Evidence as to Compliance

Each sale and servicing agreement will provide that, for so long as the relevant trust is required to file periodic reports under the Exchange Act or any other securities law, a firm of independent public accountants will furnish to the related trust and indenture trustee and/or owner trustee, as applicable, annually a statement as to compliance in all material respects by the servicer during the preceding twelve months (or, in the case of the first statement, from the applicable closing date, which may be longer than twelve months) with specified standards relating to the servicing of the applicable Receivables.

Each sale and servicing agreement will also provide for delivery to the related trust and indenture trustee or owner trustee, as applicable, substantially simultaneously with the delivery of those accountants’ statement referred to above, of a certificate signed by an officer of the servicer stating that the servicer has fulfilled its obligations under the sale and servicing agreement throughout the preceding twelve months (or, in the case of the first certificate, from the closing date) in all material respects or, if there has been a default in the fulfillment of any obligation, describing each default. The servicer has agreed to give each indenture trustee and each owner trustee notice of specified Servicer Defaults under the related sale and servicing agreement.

Copies of the statements and certificates may be obtained by securityholders by a request in writing addressed to the applicable trustee. Certain Matters Regarding the Servicer

Each sale and servicing agreement will provide that AHFC may not resign from its obligations and duties as servicer under those documents, except upon AHFC’s determination that its performance of those duties is no longer permissible under applicable law. No resignation will become effective until a successor servicer (which may be the related indenture trustee or owner trustee, as applicable) has assumed AHFC’s servicing obligations and duties under the related sale and servicing agreement.

Each sale and servicing agreement will further provide that neither the servicer nor any of its directors, officers, employees or agents will be under any liability to the related trust or the related noteholders or certificateholders for taking any action or for refraining from taking any action pursuant to the related sale and servicing agreement or for errors in judgment; except that neither the servicer nor any person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of the servicer’s duties under that document or by reason of reckless disregard of its obligations and duties under that document. In addition, each sale and servicing agreement will provide that the servicer is not obligated to appear in, prosecute or defend any lega l action that is not incidental to the servicer’s servicing responsibilities under the related sale and servicing agreement and that, in its opinion, may cause it to incur any expense or liability. The servicer may, however, undertake any reasonable action that it may deem necessary or desirable in respect of the related sale and servicing agreement, the rights and duties of the parties thereto and the interests of the securityholders under the applicable agreement. In that event, the legal expenses and costs of that action and any liability resulting therefrom will be expenses, costs and liabilities of the related trust.

Under the circumstances specified in each sale and servicing agreement, any entity into which the servicer may be merged or consolidated, or any entity resulting from any merger or consolidation to which the servicer is a party, or any entity succeeding to all or substantially all of the business of the servicer will be the successor of the servicer under the related sale and servicing agreement.

The related prospectus supplement will set forth the provisions to be contained in the related sale and servicing agreement regarding how transition expenses will be funded. Servicer Default

Except as otherwise provided in the related prospectus supplement, a Servicer Default under each sale and servicing agreement will consist of the following:

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Rights Upon Servicer Default

In the case of any trust, unless otherwise provided in the related prospectus supplement, so long as a Servicer Default under a sale and servicing agreement remains unremedied, the related indenture trustee or holders of notes of the related series evidencing not less than 25% of the principal amount of the class of notes then outstanding may terminate all the rights and obligations of the servicer under the sale and servicing agreement, and at that time the indenture trustee or a successor servicer appointed by the indenture trustee will succeed to all the responsibilities, duties and liabilities of the servicer under the sale and servicing agreement and will be entitled to similar compensation arrangements. In the case of any trust for which the notes have been discharged in accordance with their terms, unless otherwise provided in the related prospectus supplement, as long as a Servicer Default under the related sale and servicing agreement remains unremedied, the related owner trustee or holders of certificates of the related series evidencing not less than 25% of the principal amount of the certificates then outstanding (but excluding for purposes of that calculation and action all certificates held by the depositor, the servicer or any of their affiliates), acting together as a single class, may terminate all the rights and obligations of the servicer under the related sale and servicing agreement, and at that time the owner trustee or a successor servicer appointed by the owner trustee will succeed to all the responsibilities, duties and liabilities of the servicer in its capacity under the sale and servicing agreement and will be entitled to similar compensation arrangements.

However, if the servicer becomes a debtor in bankruptcy or, if not eligible to be a debtor in bankruptcy, becomes the subject of insolvency proceedings, and no Servicer Default other than the commencement of bankruptcy or insolvency proceedings has occurred, that indenture trustee, those noteholders, that trustee or those certificateholders, as applicable, may not be able to effect a transfer of servicing as described above. If the indenture trustee or owner trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction for the appointment of, a successor servicer with a net worth of at least $50,000,000 and whose regular business includes the servicing of motor vehicle and motorcycle receivables. The related indenture trustee or owner trustee, or any person appointed as successor servicer, will b e the successor in all respects to the predecessor servicer under the related sale and servicing agreement and all references in the related sale and servicing agreement to the servicer shall apply to that successor servicer. The related indenture trustee or owner trustee may make arrangements for compensation to be paid, but the compensation for the successor servicer may not be greater than the Total Servicing Fee under the related sale and servicing agreement. Notwithstanding termination, the servicer will be entitled to payment of specified amounts payable to it prior to the termination for services it rendered prior to the termination. Upon payment in full of the principal of and interest on the notes, the certificateholders will succeed to the rights of the noteholders with respect to removal of the servicer.

● any failure by the servicer to deposit in or credit to any Account any required payment or make the required payments therefrom and that failure continues unremedied for three business days after discovery thereof by the servicer or after the giving of written notice of the failure to (a) the servicer by the trustee or the indenture trustee, as applicable or (b) the servicer and the trustee or the indenture trustee, as applicable, by not less than 25% of the voting interests of the class of notes then outstanding;

● any failure by the servicer (or the depositor, as long as AHFC is the servicer) to duly observe or perform in any material respect any other covenants or agreements in the sale and servicing agreement, which failure materially and adversely affects the rights of the securityholders, and which failure continues unremedied for 90 days after the giving of written notice of the failure to (a) the servicer or the depositor, as the case may be, by the trustee or the indenture trustee, as applicable, or (b) the servicer or the depositor, as the case may be, and the trustee or the indenture trustee by the holders of not less than 25% of the voting interests of the class of notes then outstanding; and

● the occurrence of an Insolvency Event with respect to the servicer.

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Waiver of Past Defaults

With respect to each trust, unless otherwise provided in the accompanying prospectus supplement, (1) the holders of not less than a majority of the aggregate principal amount of the notes then outstanding or (2) in the case of any Servicer Default that does not adversely affect the related indenture trustee or the related noteholders or if the notes of the related series are no longer outstanding, the holders of certificates of that series (or relevant class or classes of certificates of the series) evidencing a majority of the aggregate Certificate Balance of those certificates then outstanding may, on behalf of all those noteholders or certificateholders, waive any default by the servicer in the performance of its obligations under the related sale and servicing agreement and its consequences, except a Servicer Default in making any re quired deposits to the related collection account in accordance with that sale and servicing agreement. No waiver will impair those noteholders’ or certificateholders’ rights with respect to subsequent defaults. Amendment

Unless otherwise provided in the related prospectus supplement, each of the Transfer and Servicing Agreements may be amended by the parties to the related agreements, without the consent of the related noteholders or certificateholders (1) to cure any ambiguity, correct or supplement any provision in the related Transfer and Servicing Agreement that may be inconsistent with any other provision in that agreement, or make any other provisions with respect to matters or questions arising under that agreement that are not inconsistent with the provisions of that agreement or (2) to change the formula for amounts required to be on deposit in a reserve fund, the remittance schedule for deposits to Accounts and the requirements to allow the servicer to remit funds monthly, provided that the amendment will not materially and adversely affect the interest of any noteholder or certificateholder, in the case of amendments pursuant to clause (1) above, as evidenced by an opinion of counsel, and in the case of amendments pursuant to clause (2) above, provided that each Rating Agency has received notice of such amendment and has not indicated that such amendment would result in a downgrade of any notes.

Each of the Transfer and Servicing Agreements may also be amended by the parties to the related agreement thereto with the consent of:

No amendment of a Transfer and Servicing Agreement, however, shall:

● the holders of notes evidencing a majority of the principal amount of the then outstanding notes, if any, of the related series (or relevant class or classes of notes of the series); and

● the holders of the certificates of that series evidencing a majority of the outstanding Certificate Balance (or relevant class or classes of certificates of the series), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the related Transfer and Servicing Agreement or of modifying in any manner the rights of those noteholders or certificateholders.

● increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the related Receivables or distributions that are required to be made for the benefit of those noteholders or certificateholders without the consent of each of the ‘‘adversely affected’’ noteholders or certificateholders; or

● reduce the aforesaid percentage of the principal amount of the then outstanding notes or certificates of that series which is required to consent to any amendment, without the consent of the holders of all the then outstanding notes or certificates of each affected class.

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List of Securityholders

Three or more holders of the certificates of any class in a series or one or more holders of those certificates of that class evidencing not less than 51% of the Certificate Balance of those certificates may, by written request to the related trustee, obtain access to the list of all certificateholders maintained by that trustee for the purpose of communicating with other certificateholders with respect to their rights under the related trust agreement or under those certificates.

No Transfer and Servicing Agreement will provide for the holding of annual or other meetings of securityholders. Insolvency Event

Each trust agreement will provide that the related owner trustee does not have the power to commence a voluntary proceeding in bankruptcy with respect to the related trust without the unanimous prior approval of all certificateholders (including the depositor) of that trust and the delivery to that owner trustee by each certificateholder (including the depositor) of a certificate certifying that that certificateholder reasonably believes that that trust is insolvent. Payment of Notes

Upon the payment in full of all outstanding notes of a given series and the satisfaction and discharge of the related indenture, the related owner trustee will succeed to all the rights of the indenture trustee, and the certificateholders of that series will succeed to all the rights of the noteholders of that series, under the related Transfer and Servicing agreement, except as otherwise provided in the related Transfer and Servicing agreement. Termination

The respective obligations of the depositor, the servicer, the originator (so long as AHFC has rights or obligations under the related Transfer and Servicing Agreement), the related owner trustee and the related indenture trustee, as the case may be, pursuant to a Transfer and Servicing Agreement will terminate upon the earlier of:

The applicable trustee will give written notice of termination to each securityholder of record. The final distribution to any securityholder will be made

only upon surrender and cancellation of that holder’s security at any office or agency of the trustee specified in the notice of termination. Any funds remaining in the trust, after the applicable trustee has taken measures to locate a securityholder set forth in the related Transfer and Servicing Agreement and those measures have failed, will be distributed, subject to applicable law, to the depositor.

Unless otherwise provided in the accompanying prospectus supplement, in order to avoid excessive administrative expense, the servicer will have the option to purchase from each trust, as of the end of any applicable collection period, if the then outstanding aggregate principal balance of the Receivables held by that trust is 10% or less of the aggregate principal balance of as of the related cutoff date (plus, if specified in the related prospectus supplement, any amounts deposited into a prefunding account on the closing date), all remaining Receivables at a price equal to the Redemption Price.

In addition, and only if specified in a related prospectus supplement, if the servicer fails to effectuate the optional purchase of remaining Receivables on the first permissible date, the indenture trustee may be required to conduct an auction sale of such remaining assets. The mechanics and timing of any such auction sale will be set forth in the related prospectus supplement; provided, that, no such sale of the trust corpus will be permitted unless the indenture trustee receives a bid at least equal to the Redemption Price.

● the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any remaining Receivables; and

● the payment to securityholders of all amounts required to be paid to them pursuant to the related agreement; or the election by the servicer to purchase the corpus of the trust as described below.

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The related owner trustee and related indenture trustee, if any, will give written notice of termination to each securityholder. Upon termination of any trust,

the assets of that trust will be liquidated and the proceeds from any liquidation (and amounts held in related Accounts) will be applied to pay the notes and the certificates of the related series in full, to the extent of amounts available.

As more fully described in the accompanying prospectus supplement, any outstanding notes of the related series will be redeemed concurrently with any of the events specified above and the subsequent payment to the related certificateholders of all amounts required to be paid to them pursuant to the applicable trust agreement will effect early retirement of the certificates of that series. Administration Agreement

AHFC, in its capacity as administrator, will enter into an administration agreement with each trust and the related indenture trustee. Under each administration agreement, the administrator will agree to perform all the duties of the related trust and the owner trustee under the sale and servicing agreement, the indenture, the trust agreement and the other related agreements to which the trust is a party. The administrator will monitor the performance of the trust and shall advise the owner trustee when action is necessary to comply with the respective duties of such trust and the owner trustee under such agreements. The administrator shall prepare for execution by each trust or the owner trustee, or shall cause the preparation by other appropriate persons of, all such documents, reports, notices, filings, instruments, certificates and o pinions that it shall be the duty of such trust or the owner trustee to prepare, file or deliver.

In addition, the administrator shall take (or cause to be taken) all appropriate action that each trust or the owner trustee is required to take pursuant to the related indenture including, among other things:

● the preparation of or obtaining of the documents and instruments required for execution and authentication of the notes and delivery of the same to the indenture trustee;

● the notification of noteholders and the Rating Agencies of the final principal payment on the notes;

● the fixing or causing to be fixed of any special record date and the notification of the indenture trustee and noteholders with respect to special payment dates, if applicable and as set forth in a related prospectus supplement;

● the preparation of definitive notes in accordance with the instructions of the applicable clearing agency;

● the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral;

● the duty to cause newly appointed paying agents, if any, to deliver to the indenture trustee the instrument specified in the indenture regarding funds held in trust;

● the direction to the indenture trustee to deposit monies with paying agents, if any, other than the indenture trustee;

● the obtaining and preservation of each trust’s qualifications to do business in each state where such state is required;

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● the preparation of all supplements and amendments to the indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as are necessary or advisable to protect the related owner trust estate;

● the delivery of the opinion of counsel on the closing date and the annual delivery of opinions of counsel as to the owner trust estate, and the annual delivery of the officer’s certificate and certain other statements as to compliance with the indenture;

● the notification of the indenture trustee and the Rating Agencies of each servicer default and, if such servicer default arises from the failure of the servicer to perform any of its duties or obligations under the servicing agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure;

● the delivery of written notice to the indenture trustee and each Rating Agency of each event of default and each default by the servicer or the depositor under the sale and servicing agreement;

● the monitoring of the related trust’s obligations as to the satisfaction and discharge of the indenture and the preparation of an officer’s certificate and the obtaining of the opinion of counsel and the independent certificate relating thereto;

● the compliance with the indenture with respect to the sale of the owner trust estate in a commercially reasonable manner if an event of default shall have occurred and be continuing;

● the preparation of all required documents and delivery notice to noteholders of the removal of the indenture trustee and the appointment of a successor indenture trustee or the appointment of any co-trustee;

● the preparation and delivery to each noteholder such information as may be required to enable such holder to prepare its federal and state income tax returns;

● the preparation and, after execution by the related trust, the filing with the SEC, any applicable state agencies and the indenture trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the SEC and any applicable state agencies and the transmission of such summaries, as necessary, to the noteholders);

● the opening of one or more accounts in the related trust’s name and the taking of all other actions necessary with respect to investment and reinvestment of funds in the accounts;

● the preparation of an issuer request and officer’s certificate and the obtaining of an opinion of counsel and independent certificates, if necessary, for the release of all or any part of the owner trust estate from the lien of the indenture;

● the preparation of issuer requests, the obtaining of opinions of counsel and the certification to the indenture trustee with respect to the execution of supplemental indentures and the mailing to the noteholders of notices with respect to such supplemental indentures;

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In addition, and unless otherwise specified in the related prospectus supplement, it will be the obligation of the administrator to:

The foregoing obligations of the administrator with respect to the trustees will survive the termination of the administration agreement.

As compensation for the performance of the administrator’s obligations under the applicable administration agreement and as reimbursement for its

expenses related thereto, the administrator will be entitled to an annual administration fee in an amount that will be set forth in the accompanying prospectus supplement, which fee may be paid by the depositor directly or by the servicer out of the servicing fee to the extent specified in the related prospectus supplement.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES General

The transfer of the Receivables to the applicable trustee, the perfection of the security interests in the Receivables and the enforcement of rights to realize on the Financed Vehicles as collateral for the Receivables are subject to a number of federal and state laws, including the UCC as in effect in various states. The servicer and the depositor will take the actions described below to perfect the rights of the applicable trustee in the Receivables. If another party purchases (including the taking of a security interest in) the Receivables for new value in the ordinary course of its business, without actual knowledge of the trust’s interest, and takes possession of the Receivables, that purchaser would acquire an interest in the Receivables superior to the interest of the trust.

● the duty to notify noteholders and the Rating Agencies of redemption of the notes or to cause the indenture trustee to provide such notification pursuant to an optional purchase by the servicer or an auction by the indenture trustee, as applicable; and

● the preparation and delivery of all officer’s certificates, opinions of counsel and independent certificates with respect to any requests by the issuer to the indenture trustee to take any action under the indenture.

● pay the related trustee fees for each trust;

● reimburse each trustee for its expenses, disbursements and advances incurred by each such trustee in accordance with the indenture or trust agreement, as applicable, except any such expense, disbursement or advance as may be attributable to its willful misconduct, negligence or bad faith;

● indemnify each trustee and their respective agents for, and hold them harmless against, any loss, liability or expense incurred without negligence (with respect to the indenture trustee), or gross negligence (with respect to the owner trustee or the Delaware trustee), willful misconduct or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the applicable agreements, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties thereunder; and

● make available to each Rating Agency notice of certain events as provided for under the Transfer and Servicing Agreements.

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Security Interests

General. In states in which retail installment sale contracts such as the Receivables evidence the credit sale of motor vehicles and/or motorcycles by dealers to Obligors, the contracts also constitute personal property security agreements and include grants of security interests in the vehicles under the applicable UCC.

Perfection of security interests in financed motor vehicles and motorcycles is generally governed by the motor vehicle registration laws of the state in which the vehicle is located. In most states, a security interest in a motor vehicle is perfected by obtaining possession of the certificate of title to the motor vehicle or motorcycle, as applicable, or notation of the secured party’s lien on the motor vehicle’s or motorcycle’s certificate of title, as applicable.

All retail installment sale contracts acquired by the originator from Dealers name the originator as obligee or assignee and as the secured party. Dealers also take all initial actions necessary under the laws of the state in which the related Financed Vehicle is located to perfect the originator’s security interest in that Financed Vehicle, including, where applicable, having a notation of the originator’s lien recorded on the related certificate of title or with the applicable department of motor vehicles and arranging for possession of that certificate of title to be delivered to the originator in states in which the title is held by the lienholder.

Because the originator continues to service the contracts as servicer under the sale and servicing agreement the Obligors on the contracts will not be notified of the sale from the originator to the depositor or the sale from the depositor to the related trust.

Perfection. Pursuant to the related purchase agreement, the originator will sell and assign its security interest in the Financed Vehicles to the depositor and, with respect to each trust, pursuant to the related sale and servicing agreement, the depositor will assign its security interest in the Financed Vehicles to that trust. However, because of the administrative burden and expense, none of the originator, the depositor or the related indenture trustee will amend any certificate of title to identify that trust as the new secured party on that certificate of title relating to a Financed Vehicle. However, UCC financing statements with respect to the transfer to the depositor of the originator’s security interest in the Financed Vehicles and the transfer to the trustee of the depositor’s security interest in the Financed Vehicles will be filed with appropriate governmental authorities. In addition, as stated above, the servicer will continue to hold any certificates of title relating to the Financed Vehicles in its possession as custodian for that trust pursuant to the related sale and servicing agreement. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables.’’

In most states, an assignment of contracts and interests in motor vehicles and/or motorcycles such as that under each purchase agreement or each sale and servicing agreement is an effective conveyance of a security interest without amendment of any lien noted on a motor vehicle’s or motorcycle’s certificate of title, as applicable, and the assignee succeeds to the assignor’s rights as secured party. Although re-registration of the motor vehicle or motorcycle, as applicable, is not necessary to convey a perfected security interest in the Financed Vehicles to the trust, the security interest of that trust in the vehicle could be defeated through fraud or negligence because the trust will not be listed as lienholder on the certificates of title. In those states, in the absence of fraud or forgery by the motor vehicle or mo torcycle owner or the servicer or administrative error by state or local agencies, the notation of the originator’s lien on the certificates of title will be sufficient to protect that trust against the rights of subsequent purchasers of a Financed Vehicle or subsequent lenders who take a security interest in a Financed Vehicle. In each purchase agreement, the originator will represent and warrant, and in each sale and servicing agreement the depositor will represent and warrant, that it has taken all action necessary to obtain a perfected security interest in each Financed Vehicle. If there are any Financed Vehicles as to which the originator failed to obtain and assign to the depositor a perfected security interest, the security interest of the depositor would be subordinate to, among others, subsequent purchasers of the Financed Vehicles and holders of perfected security interests in the Financed Vehicles. To the extent that failure has a material and adverse effect on the trust’s interest in the related Receivables, however, it would constitute a breach of the warranties of the originator under the related purchase agreement or the depositor under the related sale and servicing agreement. Accordingly, pursuant to the related sale and servicing agreement, the depositor would be required to repurchase the related Receivable from the trust and, pursuant to the related purchase agreement, the originator would be required to purchase that Receivable from the depositor, in each case unless the breach was cured. Pursuant to each sale and servicing agreement, the depositor will assign to the related trust its rights to cause the originator to purchase that Receivable under the related purchase agreement. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables’’ and ‘‘Risk Factors—Interests of Other Per sons in the Receivables and Financed Vehicles Could be Superior to the Issuing Entity’s Interest, which May Result in Reduced Payments on Your Notes’’ in this prospectus.

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Continuity of Perfection. Under the laws of most states, the perfected security interest in a motor vehicle or a motorcycle would continue for up to four

months after the motor vehicle or motorcycle, respectively, is moved to a state that is different from the one in which it is initially registered and thereafter until the owner re-registers the motor vehicle or motorcycle, as applicable, in the new state. A majority of states generally require surrender of a certificate of title to re-register a motor vehicle or motorcycle. In those states (such as California) that require a secured party to hold possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the Obligor un der the related installment sale contract to surrender possession of the certificate of title. In the case of motor vehicles or motorcycles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party (such as Texas), the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to re-perfect its security interest in the vehicle in the state of relocation.

However, these procedural safeguards will not protect the secured party if through fraud, forgery or administrative error, the Obligor somehow procures a new certificate of title that does not list the secured party’s lien. Additionally, in states that do not require a certificate of title for registration of a motor vehicle or a motorcycle, re-registration could defeat perfection. In the ordinary course of servicing the Receivables, the originator will take steps to effect re-perfection upon receipt of notice of re-registration or information from the Obligor as to relocation. Similarly, when an Obligor sells a Financed Vehicle, the originator must surrender possession of the certificate of title or will receive notice as a result of its lien noted on the certificate of title and accordingly will have an opportunity to require sat isfaction of the related Receivable before release of the lien. Under each sale and servicing agreement, the servicer will be obligated to take appropriate steps, at the servicer’s expense, to maintain perfection of security interests in the Financed Vehicles and will be obligated to purchase the related Receivable if it fails to do so and that failure has a material and adverse effect on the trust’s interest in the Receivable.

Priority of Liens Arising by Operation of Law. Under the laws of most states (including California), liens for repairs performed on a motor vehicle or motorcycle and liens for unpaid taxes take priority over even a perfected security interest in a Financed Vehicle. The Code also grants priority to specified federal tax liens over the lien of a secured party. The laws of some states and federal law permit the confiscation of motor vehicles and motorcycles by governmental authorities under some circumstances if used in unlawful activities, which may result in the loss of a secured party’s perfected security interest in the confiscated vehicle. The originator will represent and warrant to the depositor in each purchase agreement, and the depositor will represent and warran t to the trust in each sale and servicing agreement that, as of the related closing date, each security interest in a Financed Vehicle is prior to all other present liens (other than tax liens and other liens that arise by operation of law) upon and security interests in that Financed Vehicle. However, liens for repairs or taxes could arise, or the confiscation of a Financed Vehicle could occur, at any time during the term of a Receivable. No notice will be given to the owner trustee, any indenture trustee, any noteholders or any certificateholders in respect of a given trust if a lien arises or confiscation occurs that would not give rise to the depositor’s repurchase obligation under the related sale and servicing agreement or the originator’s repurchase obligation under the related purchase agreement.

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Repossession

In the event of default by an Obligor, the holder of the related retail installment sale contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. Among the UCC remedies, the secured party has the right to perform repossession by self-help means, unless it would constitute a breach of the peace or is otherwise limited by applicable state law.

Unless a motor vehicle or motorcycle financed by the originator is voluntarily surrendered, self-help repossession is the method employed by the originator in most states and is accomplished simply by retaking possession of the Financed Vehicle. In cases where an Obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and that vehicle must then be recovered in accordance with that order. In some jurisdictions, the secured party is required to notify that Obligor of the default and the intent to repossess the collateral and to give that Obligor a time period within which to cure the default prior to repossession. In some states, an Obligor has the right to reinstate its contract and recover the collateral by paying the delinquen t installments and other amounts due. Notice of Sale; Redemption Rights

In the event of default by an Obligor under a retail installment sale contract, some jurisdictions require that the Obligor be notified of the default and be given a time period within which to cure the default prior to repossession. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract.

The UCC and other state laws require the secured party to provide an Obligor with reasonable notice of the date, time and place of any public sale or other disposition and/or the date after which any private sale or other disposition of the collateral may be held. In most states, an Obligor has the right to redeem the collateral prior to actual sale or other disposition by paying the secured party the unpaid Principal Balance of the obligation, accrued interest on the obligation plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys’ fees. In some states, an Obligor has the right to redeem the collateral prior to actual sale by payment of delinquent installments or the unpaid balance. Deficiency Judgments and Excess Proceeds

The proceeds of resale of motor vehicles and motorcycles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in those states that do not prohibit or limit those judgments. In addition to the notice requirement described above, the UCC requires that every aspect of the sale or other disposition, including the method, manner, time, place and terms, be ‘‘commercially reasonable.’’ Generally, courts have held that when a disposition is not ‘‘commercially reasonable,’’ the secured party loses its right to a deficiency judgment. Howe ver, the deficiency judgment would be a personal judgment against the Obligor for the shortfall, and a defaulting Obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible. In addition, the UCC permits the Obligor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC. Also, prior to a sale, the UCC permits the Obligor or other interested person to prohibit the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the ‘‘default’’ provisions under the UCC.

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Occasionally, after disposition of a repossessed vehicle and payment of all expenses and indebtedness, there is a surplus of funds. In that case, the UCC

requires the creditor to remit the surplus to any holder of a subordinate lien with respect to that vehicle or if no lienholder exists, the UCC requires the creditor to remit the surplus to the Obligor. Certain Bankruptcy Considerations

In structuring the transactions contemplated by this prospectus, the depositor has taken steps that are intended to make it unlikely that the voluntary or involuntary application for relief by the originator, under the United States Bankruptcy Code or similar applicable state laws (collectively, the ‘‘Insolvency Laws’’) will result in consolidation of the assets and liabilities of the depositor with those of the originator. These steps include the creation of the depositor as a wholly owned, limited purpose subsidiary pursuant to articles of incorporation and bylaws containing limitations (including restrictions on the nature of the depositor’s business and on its ability to commence a voluntary case or proceeding under any Insolvency Law without the un animous affirmative vote of all of its directors). In addition, to the extent that the depositor granted a security interest in the Receivables to the trust, and that interest was validly perfected before the bankruptcy or insolvency of the originator and was not taken or granted in contemplation of insolvency or with the intent to hinder, delay or defraud the originator or its creditors, that security interest should not be subject to avoidance, and payments to the trust with respect to the Receivables should not be subject to recovery by a creditor or trustee in bankruptcy of the originator.

However, delays in payments on the securities and possible reductions in the amount of those payments could occur if:

On each closing date, counsel to the depositor will give an opinion to the effect that, based on a reasoned analysis of analogous case law (although there is

no precedent based on directly similar facts), and, subject to facts, assumptions and qualifications specified in the opinion and applying the principles set forth in the opinion, in the event of a voluntary or involuntary bankruptcy case in respect of the originator under Title 11 of the United States Bankruptcy Code, the property of the depositor would not properly be substantively consolidated with the property of the estate of the originator. Among other things, that opinion will assume that each of the depositor and the originator will follow specified procedures in the conduct of its affairs, including maintaining records and books of account separate from those of the other, refraining from commingling its assets with those of the other, and refraining from holding itself out as having agreed to pay, or being liable for, the debts of the other. The depositor and the originator intend to follow these and other procedures related to maintaining their separate corporate identities. However, there can be no assurance that a court would not conclude that the assets and liabilities of the depositor should be consolidated with those of the originator.

The originator will warrant in each purchase agreement that the sale of the related Receivables by it to the depositor is a valid sale. Notwithstanding the foregoing, if the originator were to become a debtor in a bankruptcy case, a court could take the position that the sale of Receivables to the depositor should instead be treated as a pledge of those Receivables to secure a borrowing of the originator. If a court were to reach such conclusions, or a filing were made under any Insolvency Law by or against the depositor, or if an attempt were made to litigate any of the foregoing issues, delays in payments on the certificates (and possible reductions in the amount of payments) could occur. In addition, if the transfer of Receivables to the depositor is treated as a pledge instead of a sale, a tax or government lien on the property of th e originator arising before the transfer of a Receivable to the depositor may have priority over the depositor’s interest in that Receivable. Also, while the originator is the servicer, cash collections on the Receivables may be commingled with general funds of the originator and, in the event of a bankruptcy of the originator, the trust may not have a perfected interest in those collections.

● a court were to conclude that the assets and liabilities of the depositor should be consolidated with those of the originator in the event of the application of applicable Insolvency Laws to the originator;

● a filing were made under any Insolvency Law by or against the depositor; or

● an attempt were to be made to litigate any of the foregoing issues.

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The originator and the depositor will treat the transactions described in this prospectus as a sale of the Receivables to the depositor. If this treatment is

respected by a bankruptcy court, the automatic stay provisions of the United States Bankruptcy Code should not apply to the Receivables if the originator were to become a debtor in a bankruptcy case. Dodd-Frank Act Orderly Liquidation Authority Provisions

General. On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act, among other things, gives the Federal Deposit Insurance Corporation (“FDIC”) authority to act as receiver of certain bank holding companies and financial companies and their respective subsidiaries in specific situations under the Orderly Liquidation Authority (“OLA”) provisions of the Dodd-Frank Act. The proceedings, standards, powers of the receiver and many substantive provisions of t he OLA differ from those of the United States Bankruptcy Code in several respects. In addition, because the legislation remains subject to clarification through FDIC regulations and has yet to be applied by the FDIC in any receivership, it is unclear what impact these provisions will have on any particular company, including AHFC, the depositor, any trust or any of their respective creditors.

Potential Applicability to AHFC, the Depositor and the Trust. There is uncertainty about which companies will be subject to the OLA rather than the United States Bankruptcy Code. For a company to become subject to the OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine, among other things, that such company is in default or in danger of default, that the company’s failure and its resolution under the United States Bankruptcy Code “would have serious adverse effects on financial stability in the United States,” that no viable private sector alternative is available to prevent the default of the company and an OLA proceeding would mitigate these adverse effects.

AHFC’s senior unsecured debt is currently given an investment grade rating. AHFC’s business is generally limited to providing retail and wholesale financing to authorized dealers throughout the United States. AHFC has many competitors in these businesses with substantial resources. There can be no assurance, however, that circumstances will not change in the future or that, regardless of the nature and scope of AHFC’s business and competitive market, the Secretary of the Treasury would not determine that the failure of AHFC would have serious adverse effects on financial stability in the United States.

Under certain circumstances, the applicable trust or the depositor could also be subject to the provisions of the OLA as a “covered subsidiary” of AHFC. For a trust or the depositor to be subject to receivership under the OLA as a “covered subsidiary” of AHFC (1) the FDIC would have to be appointed as receiver for AHFC under the OLA as described above, (2) the FDIC and the Secretary of the Treasury would have to jointly determine that (a) such trust or the depositor, as applicable, is in default or in danger of default, (b) appointment of the FDIC as receiver of the covered subsidiary would avoid or mitigate serious adverse effects on the financial stability or economic conditions of the United States and (c) such appointment would facilitate the orderly liquidation of AHFC. To mitigate the l ikelihood that a trust or the depositor would be subject to the OLA, no trust intends to issue non-investment grade debt and the depositor will not issue any debt. Moreover, each trust will own a relatively small amount of the related Receivables originated and serviced by AHFC and each trust and the depositor will be structured as a separate legal entity from AHFC and other trusts sponsored by AHFC. Notwithstanding the foregoing, because of the novelty of the Dodd-Frank Act and the OLA provisions, the uncertainty of the Secretary of the Treasury’s determination and the fact that such determination would be made in the future under potentially different circumstances, no assurance can be given that the OLA provisions would not apply to AHFC, a particular trust or the depositor or, if it were to apply, that the timing and amounts of payments to the related series of noteholders would not be less favorable than under the United States Bankruptcy Code.

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FDIC’s Repudiation Power Under the OLA. If the FDIC were appointed receiver of AHFC or of a covered subsidiary, including the applicable trust or the

depositor, under the OLA, the FDIC would have various powers under the OLA, including the power to repudiate any contract to which AHFC or such covered subsidiary was a party, if the FDIC determined that performance of the contract was burdensome to the estate and that repudiation would promote the orderly administration of AHFC’s or such covered subsidiary’s affairs, as applicable. In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming, among other things, its intended application of the FDIC’s repudiation power under OLA. In that advisory opinion, the Acting G eneral Counsel stated that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other applicable law. As a result, the Acting General Counsel was of the opinion that the FDIC as receiver for a covered financial company, which could include AHFC or its subsidiaries (including the depositor or the applicable trust), cannot repudiate a contract or lease unless it has been appointed as receiver for that entity or the separate existence of that entity may be disregarded under other applicable law. In addition, the Acting General Counsel was of the opinion that until such time as the FDIC Board of Directors adopts a regulation further addressing the application of Section 210(c) of the Dodd-Frank Act, if the FDIC were to become receiver for a covered financial company, which could include AHFC or its subsidiaries (including the depositor or the applicable trust), the FDIC will not, in the exercise of its authority under Section 210(c) of the Dodd-Frank Act, reclaim, recover, or recharacterize as property of that covered financial company or the receivership any asset transferred by that covered financial company prior to the end of the applicable transition period of a regulation provided that such transfer satisfies the conditions for the exclusion of such assets from the property of the estate of that covered financial company under the United States Bankruptcy Code. Although this advisory opinion does not bind the FDIC or its Board of Directors, and could be modified or withdrawn in the future, the advisory opinion also states that the Acting General Counsel will recommend that the FDIC Board of Directors incorporates a transition period of 90 days for any provisions in any further regulations affecting the statutory power to disaffirm or repudiate contracts. As a result, the foregoing Acting General Counsel’s interpretation will remain in effect until at least June 30, 2011. The advisory opinion also states that the FDIC anticipates recommending consideration of future regulations related to the Dodd-Frank Act. To the extent any future regulations or subsequent FDIC actions in an OLA proceeding involving AHFC or its subsidiaries (including the depositor or your trust), are contrary to this advisory opinion, payment or distributions of principal and interest on the securities issued by the applicable trust would be delayed and could be reduced.

We will structure the transfers of the related Receivables under each purchase agreement with the intent that they would be characterized as legal true sales under applicable state law and that the related Receivables would not be included in the transferor’s bankruptcy estate under the United States Bankruptcy Code. If the transfers are so characterized, based on the Acting General Counsel of the FDIC’s advisory opinion rendered in January 2011 and other applicable law, the FDIC would not be able to recover the transferred Receivables using its repudiation power. However, if the FDIC were to successfully assert that the transfers of Receivables were not legal true sales and should instead be characterized as a security interest to secure loans, and if the FDIC repudiated those loans, the purchasers of t he related Receivables would have a claim for their “actual direct compensatory damages,” which claim would be no less than the amount lent plus interest accrued to the date the FDIC was appointed receiver. In addition, to the extent that the value of the collateral securing the loan exceeds such amount, the purchaser would also have a claim for any interest that accrued after such appointment at least through the date of repudiation or disaffirmance. In addition, even if the FDIC were to unsuccessfully challenge that the transfers were not legal true sales or that the FDIC would not repudiate a legal true sale, noteholders could suffer delays in the payments on their notes.

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Also assuming that the FDIC were appointed receiver of AHFC or a covered subsidiary, including the applicable trust or the depositor, under the OLA, the

FDIC’s repudiation power would extend to continuing obligations of AHFC or that covered subsidiary, as applicable, including its obligations to repurchase the related Receivables for breach of representation or warranty as well as its obligation to service the related Receivables. If the FDIC were to exercise this repudiation power, noteholders would not be able to compel AHFC or any applicable covered subsidiary to repurchase the related Receivables for breach of representation and warranty and instead would have a claim for damages in AHFC’s or that covered subsidiary’s receivership, as applicable, and thus would suffer delays and may suffer losses of payme nts on their notes. Noteholders would also be prevented from replacing the servicer during the stay. In addition, if the FDIC were to repudiate AHFC’s obligations as servicer, there may be disruptions in servicing as a result of a transfer of servicing to a third party and noteholders may suffer delays or losses of payments on their notes. In addition, there are other statutory provisions enforceable by the FDIC under which, if the FDIC takes action, payments or distributions of principal and interest on the notes issued by the related trust would be delayed and may be reduced.

In addition, under the OLA, none of the parties to the related purchase agreement, sale and servicing agreement, administration agreement and indenture could exercise any right or power to terminate, accelerate, or declare a default under those contracts, or otherwise affect AHFC’s or a covered subsidiary’s rights under those contracts without the FDIC’s consent for 90 days after the receiver is appointed. During the same period, the FDIC’s consent would also be needed for any attempt to obtain possession of or exercise control over any property of AHFC or of a covered subsidiary. The requirement to obtain the FDIC’s consent before taking these actions relating to a covered financial company’s or covered subsidiary’s contracts or property is comparable to the “automati c stay” in bankruptcy.

If a trust were itself to become subject to the OLA, the FDIC may repudiate the debt of such trust. In such an event, the related series of noteholders would have a secured claim in the receivership of such trust for “actual direct compensatory damages” as described above, but delays in payments on such series of notes would occur and possible reductions in the amount of those payments could occur. In addition, for a period of 90 days after a receiver was appointed, noteholders would be stayed from accelerating the debt or exercising any remedies under the indenture.

FDIC’s Avoidance Power Under the OLA. Under statutory provisions of the OLA similar to those of the United States Bankruptcy Code, the FDIC could avoid transfers of Receivables that are deemed “preferential.” Under one potential interpretation of these provisions, the FDIC could avoid as a preference transfers of Receivables evidenced by certain written contracts and perfected by the filing of a UCC financing statement against AHFC, the depositor and the applicable trust, as applicable, unless the contracts were physically delivered to the transferee or its custodian or were marked in a manner legally sufficient to indicate the rights of the indenture trustee. If a transfer of Receivables were avoided as preferential, the transfere e would have only an unsecured claim in the receivership for the purchase price of such Receivables.

However, in December 2010, the Acting General Counsel of the FDIC issued an advisory opinion to the effect that the preference provisions of the OLA should be interpreted in a manner consistent with the United States Bankruptcy Code. Based on the Acting General Counsel’s interpretation of the preference provisions of the OLA, a transfer of the related Receivables perfected by the filing of a UCC financing statement against AHFC, the depositor and the applicable trust as provided in the applicable Transfer and Servicing Agreements would not be avoidable by the FDIC as a preference under the OLA. See “—Certain Bankruptcy Considerations” above. Although the advisory opinion does not bind the FDIC or its Board of Directors and could be withdrawn or modified in the future, the advisory opinion also states that the Acting General Counsel will recommend that the FDIC Board of Directors adopt regulations to the same effect. To the extent that those regulations or subsequent FDIC actions in an OLA proceeding are contrary to the advisory opinion and/or the proposed rules, payments or distributions of principal and interest on the securities issued by your trust could be delayed or reduced.

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Consumer Protection Laws

Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon lenders and servicers involved in consumer finance, including requirements regarding the adequate disclosure of contract terms and limitations on contract terms, collection practices and creditor remedies. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations B and Z, the Gramm-Leach-Bliley Act, the Servicemembers Civil Relief Act, as amended (the ‘‘Relief Act’’), the Military Reservist Relief Act, the Texas Consume r Credit Code, state adoptions of the National Consumer Act and of the Uniform Consumer Credit Code, state laws relating to retail installment sales acts (including motor vehicle installment sales), consumer lending laws, unfair or deceptive practices acts including requirements regarding the adequate disclosure of contract terms and limitations on contract terms, collection practices laws, creditor remedies, and other similar laws. Many states have adopted ‘‘lemon laws’’ which provide redress to consumers who purchase a vehicle that remains out of compliance with its manufacturer’s warranty after a specified number of attempts to correct a problem or a specified time period. Also, state laws impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, t his liability could affect an assignee’s ability to enforce consumer finance contracts such as the Receivables or result in the imposition of penalties in excess of amounts owing on the Receivables.

With respect to used vehicles, the Used Car Rule of the Federal Trade Commission (the ‘‘FTC Rule’’) requires all sellers of used vehicles to prepare, complete and display a ‘‘Buyer’s Guide’’ that explains the warranty coverage for such vehicles. The Federal Magnuson-Moss Warranty Act and state lemon laws may impose further obligations on motor vehicle and motorcycle dealers. Holders of the Receivables may have liability for claims and defenses under those statutes, the FTC Rule and similar state statutes.

The so-called Holder-in-Due-Course Rule of the Federal Trade Commission (the ‘‘HDC Rule’’), the provisions of which are generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in some states, has the effect of subjecting a seller (and specified creditors and their assignees) in a consumer credit transaction to all claims and defenses that the Obligor in the transaction could assert against the seller of the goods. Liability under the HDC Rule is limited to the amounts paid by the Obligor under the contract, and the holder of the Receivable may also be unable to collect any balance remaining due under that contract from the Obligor.

Most of the Receivables will be subject to the requirements of the HDC Rule. Accordingly, each trust, as holder of the related Receivables, will be subject to any claims or defenses that the purchaser of the applicable Financed Vehicle may assert against the seller of the related Financed Vehicle. In addition, with respect to used vehicles, the Federal Trade Commission requires that all sellers of used vehicles prepare, complete and display a “buyer’s guide” which explains the warranty coverage for the vehicles. As to each Obligor, these claims are limited to a maximum liability equal to the amounts paid by the Obligor on the related Receivable. Under most state motor vehicle dealer licensing laws, sellers of motor vehicles or motorcycles are required to be licensed to sell motor vehicles or motorcycles, as a pplicable, at retail sale. Furthermore, federal odometer regulations promulgated under the Motor Vehicle Information and Cost Savings Act and the motor vehicle title laws of most states require that all sellers of new and used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading. If the seller is not properly licensed or if a written odometer disclosure statement was not provided to the purchaser of the related Financed Vehicle, an Obligor may be able to assert a defense against the seller of the vehicle. If an Obligor were successful in asserting any of those claims or defenses, that claim or defense would constitute a breach of the depositor’s representations and warranties under the related sale and servicing agreement and a breach of the originator’s warranties under the related purchase agreement and would, if the breach materially and adversely affects the Receivable or the interests of the securityholders, create an obligation of the dep ositor and the originator, respectively, to repurchase the Receivable unless the breach is cured. We refer you to ‘‘Description of the Transfer and Servicing Agreements—Sale and Assignment of Receivables’’ in this prospectus.

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Courts have applied general equitable principles to secured parties pursuing repossession and litigation involving deficiency balances. These equitable

principles may have the effect of relieving an Obligor from some or all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protections provided under the 14th Amendment to the Constitution of the United States. Courts have generally upheld the notice provisions of the UCC and related laws as reasonable or have found that the repossession and resale by the creditor do not involve sufficient state action to afford constitutional protection to borrowers.

From time to time, the originator has been involved in litigation under consumer protection laws. In addition, substantially all of the motor vehicle and motorcycle contracts originated by the originator in the State of California after 1990 (the ‘‘California Contracts’’) provided that the contract may be rescinded by the related Dealer if the Dealer is unable to assign the contract to a lender within ten days of the date of the contract. As of the date of this prospectus, the ten-day rescission period had run in respect of all of the California Contracts in which the rescission provision appears. Although there is authority, which is not binding upon any court, providing that a conditional sale contract containing such a provision does not comply with Califo rnia law and would render the contract unenforceable, to the depositor’s and the originator’s knowledge, the issue has not been addressed by any California court. On the closing date, the depositor will receive an opinion of counsel as to the enforceability of the California Contracts under California law and applicable federal laws.

The originator and the depositor will represent and warrant under each purchase agreement and each sale and servicing agreement, respectively, that each Receivable complies with all requirements of law in all material respects. Accordingly, if an Obligor has a claim against a trust for violation of any law and that claim materially and adversely affects that trust’s interest in a Receivable, that violation would constitute a breach of the representations and warranties of the originator under the purchase agreement and the depositor under the related sale and servicing agreement and would create an obligation of the originator and the depositor to repurchase the Receivable unless the breach is cured. We refer you to ‘‘Description of the Transfer and Servicing Agreements& #8212;Sale and Assignment of Receivables’’ in this prospectus. Forfeiture for Drug, RICO and Money Laundering Violations

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses can be seized and ordered forfeited to the United States of America. The offenses that can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant thereto, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs. Other Limitations

In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a secured party to realize upon collateral or to enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the United States Bankruptcy Code, a court may prevent a creditor from repossessing a motor vehicle or motorcycle and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the vehicle at the time of bankruptcy (as determined by the court), leaving the creditor as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under a contract or change the rate of interest and time of repayment of the indebtedness.

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Under the terms of the Relief Act, an Obligor who enters the military service after the origination of that Obligor’s Receivable (including an Obligor who

is a member of the National Guard or is in reserve status at the time of the origination of the Obligor’s Receivable and is later called to active duty) may not be charged interest above an annual rate of 6% during the period of that Obligor’s military service, after a request for relief by the Obligor. The Relief Act provides for extension of payments during a period of service upon request of the Obligor. Furthermore, when the Obligor is a person who has entered the military, an installment contract by such person for the purchase or lease of personal property may not be rescinded or terminated by the originator or its transferee for a breach of terms of the contrac t occurring before or during that person’s military service, nor may the property be repossessed for such breach without a court order. In addition, the Relief Act and the laws of some states, including California, New York and New Jersey, impose limitations that would impair the ability of the servicer to repossess the related Financed Vehicle during the Obligor’s period of active duty status. Thus, if that Receivable goes into default, there may be delays and losses occasioned by the inability to exercise the trust’s rights with respect to the Receivable and the related Financed Vehicle in a timely fashion.

Any shortfall pursuant to this section entitled “Consumer Protection Laws,” to the extent not covered by amounts payable to the securityholders from amounts on deposit in the related reserve fund or from coverage provided under any other credit enhancement mechanism, could result in losses to the Securityholders.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the notes and the certificates of any series, to the extent it relates to matters of law or legal conclusions with respect thereto, represents the opinion of tax counsel to each trust with respect to the related series on the material matters associated with those consequences, subject to the qualifications set forth in this prospectus. “Tax counsel” with respect to each trust will be specified in the accompanying prospectus supplement. The discussion does not purport to deal with federal income tax consequences applicable to all categories of investors, some of which may be subject to special rules and does not address which forms should be used to report information related to Notes and Certific ates to the Internal Revenue Service, which we refer to in this prospectus as the “IRS.” For example, it does not discuss the tax treatment of noteholders or certificateholders that are insurance companies, regulated investment companies or dealers in securities. Moreover, there are no cases or Internal Revenue Service rulings on similar transactions involving both debt and equity interests issued by a trust with terms similar to those of the notes and the vertificates. As a result, the IRS may disagree with all or a part of the discussion below. It is suggested that prospective investors consult their own tax advisors in determining the federal, state, local, foreign and any other tax consequences to them of the purchase, ownership and disposition of the notes and the certificates.

The following discussion is based upon current provisions of the Code, the Treasury regulations promulgated under the Code and judicial or ruling authority, all of which are subject to change, which change may be retroactive. Each trust will be provided with an opinion of Tax Counsel regarding the federal income tax matters discussed below. An opinion of Tax Counsel, however, is not binding on the IRS or the courts. No ruling on any of the issues discussed below will be sought from the IRS. For purposes of the following discussion, references to the trust, the notes, the certificates and related terms, parties and documents shall be deemed to refer to each trust and the notes, certificates and related terms, parties and documents applicable to that trust.

Tax Characterization of the Trust

Special tax counsel will deliver its opinion that the relevant trust (each, an “Owner Trust”) will not be an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. This opinion will be based on the assumption that the terms of the Related Documents will be complied with, and on special tax counsel’s conclusion that the nature of the income of the trust will exempt it from the rule treating certain publicly traded partnerships are taxable as corporations. If the Owner Trust were taxable as a corporation for federal income tax purposes, the trust would be subject to corporate income tax on its taxable income. The trust’s taxable income would include all its income on the Receivables, possibly reduced by some or all of its interest expense on the notes. The imposition of corporate income tax could materially reduce cash available to make payments on the notes and the certificates. The remainder of this discussion assumes that the Owner Trust will not be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

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Tax Characterization of Notes as Indebtedness

The depositor and any noteholders will agree, and the beneficial owners of the notes (which we refer to in this prospectus as the ‘‘Note Owners’’) will

agree by their purchase of notes, to treat the notes as debt for federal income tax purposes. Except as otherwise provided in the related prospectus supplement, Tax Counsel will deliver its opinion that the notes will be classified as debt for federal income tax purposes. If, contrary to the opinion of special tax counsel, the IRS successfully asserted that one or more of the notes did not represent debt for federal income tax purposes, the notes might be treated as equity interests in the trust. If so treated, the trust would likely be treated as a partnership (including a publicly traded partnership) that would not be taxable as a corporation (although other char acterizations of the notes are also possible). Treatment of the notes as equity interests in a publicly traded partnership could have adverse tax consequences to some Note Owners. For example, income to some tax-exempt entities (including pension funds) may be ‘‘unrelated business taxable income,’’ income to Foreign Owners may be subject to U.S. income tax and withholding taxes and may cause Foreign Owners to be subject to U.S. tax return filing and withholding requirements, and individual Note Owners might be subject to limitations on their ability to deduct their share of trust expenses. The discussion below assumes this characterization of the notes is correct.

Tax Consequences to U.S. Note Owners

Original Issue Discount. The discussion below assumes that all payments on the notes are denominated in U.S. dollars, and that the notes are not Strip Notes. Moreover, the discussion assumes that the interest formula for the notes meets the requirements for ‘‘qualified stated interest’’ under Treasury regulations (the ‘‘OID regulations’’) relating to original issue discount (‘‘OID’’), and that any OID on the notes (i.e., any excess of the principal amount of the notes over their issue price) does not exceed a de minimis amount (i.e., 0.25% of their principal amount multiplied by the number of full years included in determining their term), all within the meaning of the OID regulations. In determining whet her any OID on the notes is de minimis, the depositor expects to use a reasonable assumption regarding prepayments (a ‘‘Prepayment Assumption’’) to determine the weighted average maturity of the notes. If these conditions are not satisfied with respect to any given series of notes, additional tax considerations with respect to those notes will be disclosed in the accompanying prospectus supplement.

Interest Income on the Notes. Based on the above assumptions, except as discussed in the following paragraph, the notes will not be considered issued with OID. The stated interest on the notes will be taxable to a Note Owner as ordinary interest income when received or accrued, in accordance with that Note Owner’s method of tax accounting. Under the OID regulations, the Note Owner of a note issued with a de minimis amount of OID must include that OID in income, on a pro rata basis, as principal payments are made on the note. Subject to a statutorily defined de minimis rule for market discount and the making of an election for premium, absent an exception based on a taxpayer’s particular circumstances, a purchaser who buys a note for more or less than its principal amount will be subject, respectively, to the premium amortization or market discount rules of the Code.

The Note Owner of a note that has a fixed maturity date of not more than one year from the issue date of that note (a ‘‘Short-Term Note’’) may be subject to special rules. An accrual basis Note Owner of a Short-Term Note (and some cash method Note Owners) is required to report interest income as interest accrues on a straight-line basis or under a constant yield method over the term of each interest period. Other cash basis Note Owners of a Short-Term Note are required to report interest income as interest is paid (or, if earlier, upon the taxable disposition of the Short-Term Note). However, a cash basis Note Owner of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note. A cash basis Note Owner that is not required to report interest income as it accrues may elect to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the Note Owner would not be subject to the interest expense deferral rule referred to in the preceding sentence. Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount.

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Sale or Other Disposition. If a Note Owner sells a note, the Note Owner will recognize gain or loss in an amount equal to the difference between the

amount realized on the sale and the Note Owner’s adjusted tax basis in the note. The adjusted tax basis of a note to a particular Note Owner generally will equal the Note Owner’s cost for the note, increased by any market discount, acquisition discount and OID previously included in income by that Note Owner with respect to the note and decreased by the amount of bond premium, if any, previously amortized and by the amount of payments of principal and OID previously received by that Note Owner with respect to that note. Any gain or loss, and any gain or loss recognized on a prepayment of the notes, will be capital gai n or loss if the note was held as a capital asset, except for gain representing accrued interest and accrued market discount not previously included in income. Except for an annual $3,000 exception applicable to individuals, capital losses may be used only to offset capital gains.

Tax Consequences to Foreign Note Owners

Interest paid (or accrued) to a Note Owner who is not a U.S. Person (a ‘‘Foreign Owner’’) will be considered ‘‘portfolio interest,’’ and not subject to United States federal income tax and withholding tax if the interest is not effectively connected with the conduct of a trade or business within the United States by the Foreign Owner and:

To qualify for the exemption from taxation, the Foreign Owner must provide the applicable trustee or other person who is otherwise required to withhold

U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or a similar form), signed under penalty of perjury, certifying that the Note Owner is a Foreign Owner and providing the Foreign Owner’s name and address. If a note is held through a securities clearing organization or other financial institution, the organization or may provide the relevant signed statement to the withholding agent; in that case, however, the Foreign Owner must provide (or update periodically) the security clearing organization or other financial institution with a Form W-8BEN or similar form. The Foreign Owner must notify the person to whom it provided the Form W-8BEN or similar form of any changes to the information on the Form W-8BEN or similar form within 30 days of that change. If interest paid to a Foreign Owner is not considered portfolio interest, then it will be subject to United States federal withholding tax at a rate of 30 percent, unless such tax is reduced or eliminated pursuant to an applicable tax treaty. In order to claim the benefit of any applicable tax treaty, the Foreign Owner must provide the applicable trustee or other person who is required to withhold U.S. tax with respect to the notes with an appropriate statement (on Form W-8BEN or a similar form), signed under penalties of perjury, certifying that the Foreign Owner is entitled to benefits under the treaty.

1. the Foreign Owner is not actually or constructively a ‘‘10 percent shareholder’’ of the trust or the depositor (including a holder of 10% of the outstanding certificates issued by the trust) or a ‘‘controlled foreign corporation’’ with respect to which the trust or the depositor is a ‘‘related person’’within the meaning of the Code;

2. the Foreign Owner is not a bank receiving interest described in Section 881(c)(3)(A) of the Code;

3. the interest is not contingent interest described in Section 871(h)(4) of the Code; and

4. the Foreign Owner does not bear specified relationships to any certificateholder.

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Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by a Foreign Owner will be exempt from United States

federal income and withholding tax, provided that (1) the gain is not effectively connected with the conduct of a trade or business in the United States by the Foreign Owner and (2) in the case of an individual Foreign Owner, the Foreign Owner is not present in the United States for 183 days or more during the taxable year of disposition.

As used in this prospectus, a ‘‘U.S. Person’’ means:

Backup Withholding. Each Note Owner (other than an exempt Note Owner such as a tax-exempt organization, qualified pension and profit- sharing trust,

individual retirement account or nonresident alien who provides certification as to his or her status as a nonresident) will be required to provide, under penalties of perjury, a certificate (on Form W-9) providing the Note Owner’s name, address, correct federal taxpayer identification number and a statement that the Note Owner is not subject to backup withholding. Should a nonexempt Note Owner fail to provide the required certification, amounts otherwise payable to the Note Owner may be subject to backup withholding tax, and the trust will be required to withhold and remit the withheld amount to the IRS. Any such amount wi thheld would be credited against the Note Owner’s federal income tax liability or refunded, provided the required documentation is timely submitted to the IRS.

Reportable Transactions. A penalty in the amount of $10,000 in the case of a natural person and $50,000 in any other case is imposed on any taxpayer that fails to timely file an information return with the IRS with respect to a ‘‘reportable transaction’’ (as defined in Section 6011 of the Code). The rules defining ‘‘reportable transactions’’ are complex, but include (and are not limited to) transactions that result in certain losses that exceed threshold amounts. Prospective investors are advised to consult their own tax advisers regarding any possible disclosure obligations in light of their particular circumstances.

STATE TAX CONSIDERATIONS

The above discussion does not address the tax treatment of any owner trust, notes, certificates, Note Owners or Certificate Owners under any state or local tax laws. The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place in various states and, therefore, many different state and local tax regimes potentially apply to different portions of these transactions. Prospective investors are urged to consult with their tax advisors regarding the state and local tax treatment of any owner trust as well as any state and local tax consequences for them purchasing, holding and disposing of notes or certificates.

The federal and state tax discussions set forth above may not be applicable depending upon your particular tax situation. It is suggested that you consult your tax advisor with respect to the tax consequences to you of the purchase, ownership, and disposition of notes and certificates, including the tax consequences under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

1. a citizen or resident of the United States;

2. an entity treated as a corporation or a partnership for United States federal income tax purpose created or organized under the laws of the United States, any state thereof, or the District of Columbia;

3. an estate, the income of which from sources outside the United States is includible in gross income for federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States; or

4. a trust if (a) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust or (b) such trust was in existence on August 20, 1996 and has validly elected to be treated as a U.S. Person.

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ERISA CONSIDERATIONS

The notes issued by an owner trust will generally be eligible for purchase by: (i) pension, profit-sharing or other employee benefit plans that are subject to

Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), IRAs, Keogh Plans and other plans covered by Section 4975 of the Code and entities deemed to hold the plan assets of the foregoing (each a “Plan”) and (ii) employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) and foreign plans subject to comparable non-U.S., federal, state, or local law restrictions (“Similar L aw”) (such plans, together with Plans, are herein referred to as “Benefit Plans”). The “ERISA Considerations” section of each related prospectus supplement includes a detailed description of the ERISA implications for each series of notes.

UNDERWRITING

On the terms and conditions set forth in an underwriting agreement with respect to the notes of a given series, the depositor will agree to cause the related trust to sell to the underwriters named in the underwriting agreement and in the accompanying prospectus supplement, and each of those underwriters will severally agree to purchase, the principal amount of each class of notes of the related series set forth in the underwriting agreement and in the accompanying prospectus supplement.

In each underwriting agreement with respect to any given series of notes, the several underwriters will agree, subject to the terms and conditions set forth in the underwriting agreement, to purchase all the notes described in the underwriting agreement which are offered by this prospectus and by the accompanying prospectus supplement if any of those notes are purchased.

Each prospectus supplement will either (1) set forth the price at which each class of notes being offered by that prospectus supplement will be offered to the public and any concessions that may be offered to some dealers participating in the offering of those notes or (2) specify that the related notes are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the time of that sale. After the initial public offering of those notes, those public offering prices and those concessions may be changed.

Each underwriting agreement will provide that the sponsor and the depositor will indemnify the underwriters against specified civil liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect thereof.

Each trust may, from time to time, invest the funds in its Accounts in Eligible Investments acquired from the underwriters or from the depositor.

Pursuant to each underwriting agreement with respect to a given series of securities, the closing of the sale of any class of notes subject to that underwriting agreement will be conditioned on the closing of the sale of all other classes of notes of that series.

The place and time of delivery for the notes in respect of which this prospectus is delivered will be set forth in the accompanying prospectus supplement.

LEGAL OPINIONS

Certain legal matters relating to the securities of any series will be passed upon for and a legality opinion relating to the securities of any series will be delivered in regard to the related trust, the depositor and the servicer by Alston & Bird LLP, Richards, Layton & Finger, P.A., Luce, Forward, Hamilton & Scripps LLP or such other counsel specified in the accompanying prospectus supplement. In addition, certain United States federal tax matters relating to the notes will be passed upon for the trust by Bingham McCutchen LLP and other matters will be passed upon for the related trust by Alston & Bird LLP or such other counsel specified in the accompanying prospectus supplement. Certain legal matters will be passed

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upon for the underwriters by Bingham McCutchen LLP or by such other counsel specified in the accompanying prospectus supplement.

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GLOSSARY

‘‘Accounts’’ means, with respect to any trust, the collective reference to the collection account, any yield supplement account, any prefunding account, any payahead account and any reserve fund that may be identified in the accompanying prospectus supplement. ‘‘Administrative Purchase Payment’’ means with respect to a Receivable, an amount equal to its unpaid Principal Balance, plus interest thereon at a rate equal to the sum of the interest rate or Pass Through Rate specified in the related sale and servicing agreement and the Servicing Fee Rate to the last day of the collection period relating to that purchase. ‘‘Advance’’ means the amount required to be advanced by the servicer with respect to shortfalls in the Scheduled Payment due on a Receivable. See, “Description of the Transfer and Servicing Agreements—Advances” in this prospectus. ‘‘Administrative Receivable’’ means each Receivable that is required to be purchased from a trust by the servicer due to a breach of the required servicing procedures with respect to that Receivable. ‘‘Business Day’’ means any of a London Business Day, a New York Business Day or a TARGET Business Day, as applicable. ‘‘Calculation Date’’ means, with respect to any Interest Determination Date, the date on which the accompanying Base Rate will be calculated. ‘‘Certificate Balance’’ means, for any class of certificates and as of any payment date, the original certificate balance of that class (which will be specified in the related prospectus supplement), as reduced by all amounts distributed on or prior to that payment date on such class of certificates and allocable to principal. ‘‘Dealer Recourse’’ means the obligation of the respective Dealer to repurchase those Receivables that do not meet the required representations and warranties made by the such Dealer. ‘‘DTC Participants’’ means entities that participate and are members of the DTC clearing system. ‘‘Eligible Institution,’’ means, as specified in the accompanying prospectus supplement, any federally insured depository institution or trust company organized under the laws of the United States, any state thereof, the District of Columbia or the Commonwealth of Puerto Rico (or any domestic branch of a foreign bank whose deposits are federally insured, provided that the foreign bank meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.1k-1(b)(1)):

‘‘Event of Default’’ means any of the events of default set forth in the related indenture, as more fully set forth and listed under ‘‘The Notes—The Indenture—Events of Default; Rights Upon Event of Default’’ in this prospectus. ‘‘Financed Vehicle’’ means each new or used Honda or Acura motor vehicle or new or used motorcycle, if so specified in the related prospectus supplement, that was purchased by the related Obligor and that secures the related Receivable. ‘‘Fixed Rate Securities’’ means notes or certificates that bear interest at a fixed rate per annum. ‘‘Floating Rate Securities’’ means notes or certificates that bear interest at a variable or adjustable rate per annum.

• which at all times has a short-term certificate of deposit and/or long-term deposit rating acceptable to each Rating Agency; or

• having corporate trust powers and organized under the laws of the United States, any state thereof, the District of Columbia or the Commonwealth of Puerto Rico, which will hold any Accounts as trust accounts and has a long-term deposit rating acceptable to each Rating Agency.

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‘‘Index’’ means the reference to any measure that is related to (1) the exchange rates of one or more currencies; (2) the price or prices of specified commodities; (3) specified stocks, which may be based on U.S. or foreign stocks, on specified dates specified in the accompanying prospectus supplement; (4) any Base Rate, or (5) another price, interest rate, exchange rate or other financial index or indices as are described in the accompanying prospectus supplement. ‘‘Index Currency’’ means the currency specified in the accompanying prospectus supplement as the currency for which LIBOR will be calculated. If no currency is specified in the accompanying prospectus supplement, the Index Currency will be United States dollars. ‘‘Index Maturity’’ means the period to maturity of the instrument or obligation with respect to which the applicable Base Rate will be calculated. ‘‘Indirect DTC Participants’’ means the entities, such as such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant. ‘‘Insolvency Event’’ means any event of insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings indicating an entity’s insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations. ‘‘Interest Determination Date’’ means the date on which the applicable interest rate for one or more classes of Floating Rate Securities will be determined for the next succeeding Interest Period. ‘‘Interest Period’’ means, the period during which interest will accrue on each applicable class of securities with respect to a related payment date. ‘‘Interest Rate’’ means the interest rate on a class of notes, to be specified in the related prospectus supplement. ‘‘Interest Reset Date’’ means each date on which the rate of interest applicable to the related Floating Rate Securities will be reset. ‘‘Interest Reset Period’’ means the daily, weekly, monthly, quarterly, semiannually, annually or other period specified in the related prospectus supplement until the next applicable Interest Reset Date. ‘‘London Business Day’’ means a day on which commercial banks are open for business, including dealings in the designated Index Currency in London. ‘‘New York Business Day’’ means any day other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York. ‘‘Pass Through Rate’’ means the rate of interest on a class of certificates to be specified in the related prospectus supplement. ‘‘Principal Balance’’ means, with respect to any Receivable as of any date, equals the original principal balance of such Receivable minus the sum of (1) that portion of all Scheduled Payments actually received on or prior to that date allocable to principal, (2) any Warranty Purchase Payment or Administrative Purchase Payment with respect to the Receivable allocable to principal (to the extent not included in clause (1) above and (3) any Prepayments or other payments applied to reduce the unpaid principal balance of the Receivable (to the extent not included in clauses (1) and (2) above). ‘‘Rating Agencies’’ means the nationally recognized statistical rating organizations hired by the sponsor to rate the securities. ‘‘Receivables’’ means the pool of retail installment sale contracts regarding the Financed Vehicles, between the respective Dealer and the related Obligor. ‘‘Redemption Price’’ means the aggregate unpaid principal amount of the outstanding notes and certificates on the date of such optional purchase or auction, as applicable, plus accrued and unpaid interest on the notes and certificates.

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‘‘Required Rate’’ means, with respect to any class of Securities, the sum of the related Pass Through Rate or related Interest Rate plus the Servicing Fee Rate, each as specified in the accompanying prospectus supplement. ‘‘Required Yield Supplement Amount’’ means the amount to be set forth in the related prospectus supplement that is required to be on deposit in a yield supplement account with respect to any given payment date. ‘‘Servicer Default’’ means the occurrence of any of the events set forth in the related sale and servicing agreement, as more fully set forth and listed under ‘‘Description of the Transfer and Servicing Agreements—Servicer Default’’ in this prospectus. ‘‘Servicing Fee Rate’’ means the specified percent per annum to be set forth in each prospectus supplement that will be used to calculate the Base Servicing Fee due to the servicer as compensation for services rendered. ‘‘Spread’’ means is the number of basis points to be added to or subtracted from the related Base Rate applicable to the applicable Floating Rate Securities. ‘‘Spread Multiplier’’ means the percentage of the related Base Rate applicable to one or more classes of Floating Rate Securities by which that Base Rate will be multiplied to determine the applicable interest rate on those classes of Floating Rate Securities. ‘‘Strip Certificates’’ means any class of certificates entitled either to (1) payments in respect of principal with disproportionate, nominal or no interest payments, or (2) interest payments with disproportionate, nominal or no principal payments. ‘‘Supplemental Servicing Fee’’ means the late fees, prepayment charges and other administrative fees or similar charges allowed by applicable law with respect to the related Receivables and any interest earned during a collection period from the investment of monies in the collection account that the servicer is permitted to retain as additional servicing compensation. ‘‘TARGET Business Day’’ means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System is open. ‘‘Transfer and Servicing Agreements’’ means, with respect to any trust, the collective reference to the related indenture, the sale and servicing agreement, the administration agreement and the trust agreement. ‘‘Treasury Rate Security’’ means a note or certificate whose Base Rate is the Treasury Rate. ‘‘Warranty Purchase Payment’’ means with respect to a Receivable, an amount equal to its unpaid Principal Balance, plus interest thereon at a rate equal to the APR to the last day of the collection period relating to the repurchase. ‘‘Warranty Receivable’’ means each Receivable that is required to be repurchased from a trust due to a breach of a representation or warranty regarding such Receivable. ‘‘Yield Supplement Deposit’’ means the amount set forth in each prospectus supplement that is required to be transferred from the related yield supplement account to the collection account with respect to Receivables having APRs less than the Required Rate for the applicable payment date.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred in connection with the offering of the securities being offered hereunder other than underwriting discounts and commissions:

(1) The Registration Fee excludes the amount of $150,784.31 paid by the Registrant’s predecessor relating to $3,836,751,000.00 of securities included in thisRegistration Statement per Rule 415(a)(6) of Regulation C.

Item 15. Indemnification of Directors and Officers

Section 18-108 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., provides as follows:

“§ 18-108. Indemnification. — Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.”

Article Eleven of the Limited Liability Company Agreement of the Registrant provides as follows:

“Section 11.01 Exculpation of Liability. To the fullest extent permissible under Delaware law, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Manager or Officer shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Manager or Officer of the Company.”

“Section 11.02 Indemnification. Subject to the following sentences, the Company shall have the authority, to the maximum extent permitted by the Act

and other applicable law, and hereby does indemnify each of its Managers, Officers, employees and agents to the fullest extent permissible under Delaware law and this Agreement. Subject to the preceding and following sentences, the Company shall indemnify its Officers and Managers against expenses, judgment, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an Officer or Manager of the Company, and shall advance to such Officer or Manager expenses incurred in defending any such proceeding to the maximum extent permitted by law. Notwithstanding the foregoing, if the Company has outstanding any securities rated by a Rating Agency, the Company’s obligation to pay any amount as indemnification or as an advancement of expenses (other than amounts received from insurance policies) shall be fully subordinated to payment of amounts then due on the rated securities and, in any case, (x) nonrecourse to any of the Company’s assets pledged to secure the rated securities, and (y) shall not constitute a claim against the Company to the extent that funds are insufficient to pay such amounts. For purposes of this section, an “Officer” or “Manager” of the Company shall mean any person who is an Officer or Manager of the Company, or is serving at the request of the Company as a director or officer of another corporation or other enterprise.”

Registration Fee $715,437.11(1)

Blue Sky Fees and Expenses $15,000Printing Expenses $15,000Trustee’s Fees and Expenses $20,000Legal Fees and Expenses $300,000Accountant’s Fees and Expenses $100,000Rating Agency Fees $450,000Miscellaneous $30,000 Total $1,645,437.11

“Section 11.03 Fiduciary Duties. To the extent that, at law or in equity, a Member, Manager, or agent of the Company or a director, officer, employee or

Affiliate of such person (each, a “Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other Covered Person, a Covered Person acting under this Agreement shall not be liable to the Company or to the Member for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Member to replace such other duties and liabilities of such Covered Person.”

American Honda Finance Corporation (“AHFC”) was incorporated as a California corporation. Section 317 of the California General Corporation Law

authorizes a corporation to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an “agent” of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawfu l. Section 317 of the California General Corporation Law defines “agent” to include any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation.

The indemnification provisions of Article IV of the Bylaws of AHFC are applicable to the directors, officers, employees or agents of the Registrant who serve at the request of AHFC and provide as follows:

“Section 4.01 Indemnification. This Corporation shall, to the maximum extent and in the manner permitted by the California General Corporation Law, indemnify and hold harmless each of the directors and other “agents” of the Corporation, as the term “agent” is defined in Section 317(a) of the California General Corporation Law, as amended from time to time, from and against any “expenses” as defined in Section 317(a), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any “proceeding” (as defined in said Section 317(a)) arising by reason of the fact that such person is or was a director of the Corporation acting in good faith and in a manner reasonably believed by such direc tor to be in the best interests of the Corporation. The Corporation shall advance to its directors and other agents expenses incurred in defending any proceeding prior to the final disposition thereof to the full extent and in the manner permitted by applicable law.”

“Section 4.03 Insurance. Subject to the requirements of applicable law, the Corporation shall have power to purchase and maintain insurance on behalf

of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such whether or not the Corporation would have the power to indemnify the agent against such liability.”

Reference is also made to the Underwriting Agreement among the underwriters named therein, the Registrant and AHFC (see Exhibit 1.1), which

provides for indemnification of the Registrant under certain circumstances.

Item 16. Exhibits

1.1 Form of Underwriting Agreement among the Registrant, AHFC and the Representative(s) of the Several Underwriters.3.1 Certificate of Formation of the Registrant. 3.2 Limited Liability Company Agreement of the Registrant.4.1 Form of Trust Agreement among the Registrant, the Owner Trustee and the Delaware Trustee.4.2 Form of Indenture between the Trust and the Indenture Trustee.5.1 Opinion of Alston & Bird LLP regarding legality.8.1 Opinion of Bingham McCutchen LLP with respect to tax matters.23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1).23.2 Consent of Bingham McCutchen LLP (included in Exhibit 8.1).24.1 Power of Attorney (included on signature page).*25.1 Form T-1 Statement of Eligibility and Qualification of Indenture Trustee.**99.1 Form of Sale and Servicing Agreement among the Registrant, AHFC and the Trust.99.2 Form of Receivables Purchase Agreement between AHFC and the Registrant.99.3 Form of Administration Agreement among AHFC, the Trust, the Indenture Trustee and the Registrant. 99.4 Form of Control Agreement among the Registrant, the Trust, AHFC and the Indenture Trustee.99.5 Form of ISDA Agreement between the Trust and Swap Counterparty.

* Previously filed. ** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

Item 17. Undertakings

(a) As to Rule 415: The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective

amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculati on of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material

change of such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S-3, and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new

registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial "bona fide" offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the

securities: The undersigned undertakes that in a primary offering of securities of the undersigned pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

If the registrant is relying on Rule 430B of the Securities Act:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) of the Securities Act shall be deemed to be part of the registration statement as

of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) of the Securities Act as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) of the Securities Act for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration sta tement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(i) Any preliminary prospectus or prospectus of the undersigned relating to the offering required to be filed pursuant to Rule 424; (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned or used or referred to by the undersigned; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned or its

securities provided by or on behalf of the undersigned; and (iv) Any other communication that is an offer in the offering made by the undersigned to the purchaser.

(b) As to documents subsequently filed that are incorporated by reference: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial "bona fide" offering thereof.

(c) As to indemnification: Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being re gistered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue.

(d) As to Rule 430A: The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial "bona fide" offering thereof.

(e) Undertaking in respect of qualification of Indentures under the Trust Indenture Act of 1939.

The Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

(f) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(g) The registrant hereby undertakes that, except as otherwise provided by Item 1105 of Regulation AB, information provided in response to that Item

pursuant to Rule 312 of Regulation S-T through the specified Internet address in the prospectus is deemed to be a part of the prospectus included in the registration statement. In addition, the Registrant hereby undertakes to provide to any person without charge, upon request, a copy of the information provided in response to Item 1105 of Regulation AB pursuant to Rule 312 of Regulation S-T through the specified Internet address as of the date of the prospectus included in this Registration Statement if a subsequent update or change is made to the information.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the

requirements for filing on Form S-3/A, that it reasonably believes that the security rating for Form S-3/A eligibility will be met by the time of sale and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Torrance, State of California, on April 25, 2011.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

AMERICAN HONDA RECEIVABLES LLC(Registrant)

By: /s/ K. Endo Name: K. Endo Title: President

Signature

Title Date

/s/ K. Endo K. Endo

Manager and President (Principal Executive Officer)

April 25, 2011

/s/ Jan Zimmerman Jan Zimmerman

Manager and Secretary

April 25, 2011

/s/ Paul C. Honda Paul C. Honda

Manager and Treasurer (Principal Financial Officer and Principal Accounting Officer)

April 25, 2011

Raziur Rahman

Independent Manager

April 25, 2011

Diana Urrego

Independent Manager

April 25, 2011

EXHIBIT INDEX

1.1 Form of Underwriting Agreement among the Registrant, AHFC and the Representative(s) of the Several Underwriters.3.1 Certificate of Formation of the Registrant. 3.2 Limited Liability Company Agreement of the Registrant.4.1 Form of Trust Agreement among the Registrant, the Owner Trustee and the Delaware Trustee.4.2 Form of Indenture between the Trust and the Indenture Trustee.5.1 Opinion of Alston & Bird LLP regarding legality.8.1 Opinion of Bingham McCutchen LLP with respect to tax matters.23.1 Consent of Alston & Bird LLP (included in Exhibit 5.1).23.2 Consent of Bingham McCutchen LLP (included in Exhibit 8.1).24.1 Power of Attorney (included on signature page).*25.1 Form T-1 Statement of Eligibility and Qualification of Indenture Trustee.**99.1 Form of Sale and Servicing Agreement among the Registrant, AHFC and the Trust.99.2 Form of Receivables Purchase Agreement between AHFC and the Registrant.99.3 Form of Administration Agreement among AHFC, the Trust, the Indenture Trustee and the Registrant. 99.4 Form of Control Agreement among the Registrant, the Trust, AHFC and the Indenture Trustee.99.5 Form of ISDA Agreement between the Trust and Swap Counterparty.

* Previously filed. ** To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act at the time of an offering of debt securities.

Exhibit 1.1

$[__________] HONDA AUTO RECEIVABLES 20[__]-[_] OWNER TRUST

$[__________] [____ ]% ASSET BACKED NOTES, CLASS A-1 $[__________] [____ ]% ASSET BACKED NOTES, CLASS A-2 $[__________] [____ ]% ASSET BACKED NOTES, CLASS A-3 $[__________] [____ ]% ASSET BACKED NOTES, CLASS A-4

AMERICAN HONDA RECEIVABLES LLC

UNDERWRITING AGREEMENT

[____________]

[__________],

As Representative of the Several Underwriters [ADDRESS] [ADDRESS]

[__________],

As Representative of the Several Underwriters [ADDRESS] [ADDRESS]

Ladies and Gentlemen:

1. Introductory. American Honda Receivables LLC, a Delaware limited liability company (the “Company”), proposes, subject to the terms and conditions stated herein, to cause the Honda Auto Receivables 20[__]-[_] Owner Trust (the “Trust”) to sell $[___________] aggregate principal amount of [__]% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), $[__________] aggregate principal amount of [_]% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), $[__________] aggregate principal amount of [__]% [Floating Rate] Asset Backed Notes, Class A-3 (the “Class A-3 Notes”) and $[__________] aggregate principal amount of [__]% [Floating Rate] Asset Backed Notes, Class A-4 (the “Class A-4 Notes” and together with the Class A-1 Notes, Class A-2 Notes and the Class A-3 Notes, the “Notes”) to the several underwriters set forth on Schedule A (each, an “Underwriter”), for which [___________] and [__________] are each acting as a representative (in such capacity, each a “Representative” and collectively, the “Representatives”), pursuant to the terms of this underwriting agreement dated [__________] by and among the Company, American Honda Finance Corporation (“AHFC”) and [__________] and [__________], acting on behalf of themselves and as Representatives for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to the Indenture, to be dated [__________] (the “Indenture”), between the Trust and [__________] (the “Indenture Trustee”) .

Concurrently with the issuance and sale of the Notes as contemplated herein, the Trust will issue $[__________] aggregate principal amount of

certificates of beneficial interest (the “Certificates”), each representing an interest in the Owner Trust Estate. The Company will retain the Certificates. The Certificates will be issued pursuant to the Amended and Restated Trust Agreement, to be dated [__________] (the “Trust Agreement”), among the Company, [__________], as owner trustee (in such capacity, the “Owner Trustee”) and [__________], as Delaware trustee (in such capacity, the “Delaware Trustee”). The Certificates are subordinated to the Notes.

The assets of the Trust will include, among other things, a pool of retail installment sale and conditional sale contracts secured by new and used Honda and Acura motor vehicles (including automobiles and light-duty trucks) [and Honda motorcycles] (the “Receivables”) and certain monies due thereunder on or after [__________] (the “Cutoff Date”), such Receivables to be sold to the Trust by the Company and to be serviced for the Trust by AHFC (or, in its capacity as servicer, the “Servicer”). Capitalized terms used but not defined herein have the meanings ascribed thereto in the Sale and Servicing Agreement, to be dated [__________] (the “Sale and Servicing Agreement”), by and among the Trust, the Company and the Servicer or, if not defined therein, in the Indenture, the Trust Agreement or the Receivables Purchase Agreement, to be dated [__________] between AHFC and the Company (the “Receivables Purchase Agreement”), as the case may be. As used herein, “Basic Documents” shall have the meaning specified in the Sale and Servicing Agreement.

At or prior to the time when sales to investors of the Notes were first made to investors by the several Underwriters, which was approximately [______] [a.m.][p.m.] on [__________] (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): (i) the preliminary prospectus supplement dated [__________], relating to the Notes and containing all information to be included in the Final Prospectus (as defined below) other than pricing related information and accompanied by the base prospectus dated [__________] (together, along with information referred to under the caption “Static Pools” therein regardless of whether it is deemed a part of the Registration Statement or Final Prospectus, the “Preliminary Prospectus”) and (ii) a free writing prospectus, dated [_____________] (the “Ratings Free Writing Prospectus”). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), the Company wishes to convey additional or changed information in order to make the Time of Sale Information, in light of the circumstances under which statements in the Time of Sale Information were made, not misleading, and as a result investors in the Notes elect to terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act of 1933, as amended (the “Act”)) for any Notes and enter into new Contracts of Sale with the Underwriters, then “Time of Sale Information” will refer to the inform ation conveyed to investors at the time of entry into the first such new Contract of Sale, in an amended Preliminary Prospectus approved by the Company and the Representatives that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Time of Sale” will refer to the time and date on which such new Contracts of Sale were entered into.

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The Company hereby agrees with the several Underwriters as follows:

2. Representations and Warranties of the Company and AHFC. The Company and AHFC, jointly and severally, represent and warrant to,

and agree with, the several Underwriters that:

(a) A registration statement on Form S-3 (No. 333-[__________]), including a prospectus, relating to the Notes has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective and is still effective as of the date hereof. A Preliminary Prospectus was filed with the Commission pursuant to Rule 424(b) of the Act and the rules and regulations thereunder (the “Rules and Regulations”). A Ratings Free Writing Prospectus was filed pursuant to Rule 433 of the Rules and Regulations within the time period required thereby. A final prospectus supplement dated the date hereof, containing the same information as the Preliminary Prospectus, but including the pricing related information and accompanied by the base prospectus dated [__________] (together, along with information referred to under the caption “Static Pools” therein regardless of whether it is deemed a part of the Registration Statement or Final Prospectus, the “Final Prospectus,” and together with the Preliminary Prospectus and any Corrected Prospectus, the “Prospectus”) will be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (“Rule 424(b)”) within the time period required thereby. Such registration statement, as amended as of its effective date (including without limitation each deemed effective date with respect to the Company and the Underwriters pursuant to Rule 430B(f)(2) of the Rules and Regulations) is hereinafter referred to as the “Registration Statement.” Except as described in this Sect ion 2(a) and in Section 5A(b), no “issuer free writing prospectus” as defined in Rule 433 of the Rules and Regulations relating to the Notes has been or will be used by or on behalf of the Company.

(b) On the effective date of the Registration Statement (including without limitation each deemed effective date with respect to the

Company and the Underwriters pursuant to Rule 430B(f)(2) of the Rules and Regulations) relating to the Notes, such Registration Statement conformed and on the Closing Date will conform in all respects to the requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and as of each such date, such Registration Statement conforms in all respects to the requirements contained in the Act and the Rules and Regulations. With regard to the Preliminary Prospectus, as of the date of the Prelim inary Prospectus and as of the Time of Sale, with regard to the Ratings Free Writing Prospectus, as of the date of the Ratings Free Writing Prospectus, as of the Time of Sale and as of the Closing Date, and with regard to the Final Prospectus, as of the date of the Final Prospectus and as of the Closing Date, each Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, and none of such documents includes or will include any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The two preceding sentences do not apply with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined herein).

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(c) The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a

material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined herein).

(d) The Notes are “asset backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Act.

(e) In addition to the representations contained in subclause (b) hereto, the documents incorporated by reference in the Registration

Statement and Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects to the requirements of the Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as applicable, and the rules and regulations thereunder; and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the Rules and Regulations.

(f) The Company is not, and on the date on which the first bona fide offer of the Notes is made, will not be an “ineligible issuer” as

defined in Rule 405.

(g) The Company has been duly formed and is a validly existing limited liability company in good standing under the laws of the State of Delaware, with full power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and the Company is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(h) AHFC has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of

California, with full power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and AHFC is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(i) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required to be

obtained or made by the Company, AHFC or the Trust for the consummation of the transactions contemplated by this Agreement and the Basic Documents in connection with the issuance of the Notes and the Certificates and the sale by the Company of the Notes, except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Company’s, the Trust’s and the Indenture Trustee’s interest in the Receivables, which financing statements will be filed in the appropriate offices prior to the Closing Date (as such term is defined in Section 3).

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(j) Neither the Company nor AHFC is (i) in breach or violation of its Certificate of Formation or Limited Liability Company

Agreement or Articles of Incorporation or By-laws, respectively, (ii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound, or (iii) in violation of any applicable law, statute, regulation or ordinance or any governmental body having jurisdiction over it, in each case, that could have a material adverse effect on the transactions contemplated herein or in the Basic Documents. The execution, delivery and performance of this Agreement and the Basic Documents by the Company and AHFC, the issuance of the Notes and the Certifi cates by the Trust, the Company’s causing the sale by the Trust of the Notes and the compliance by the Company and AHFC with the terms and provisions hereof and thereof will not, subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws of various jurisdictions, result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or AHFC or any of their respective properties, or any agreement or instrument to which the Company or AHFC is a party or by which the Company or AHFC is bound or to which any of the properties of the Company or AHFC is subject, or the Articles of Incorporation or By-laws of the Company and AHFC, and AHFC has full power and authority to cause the Trust to authorize and issue the Notes and the Company has full power and authority to cause the T rust to issue the Certificates and to sell the Notes as contemplated by this Agreement, the Indenture and the Trust Agreement, and each of the Company and AHFC has full power and authority to enter into this Agreement and the Basic Documents and to consummate the transactions contemplated hereby and thereby.

(k) On the Closing Date, the Company will have directed the Owner Trustee to authenticate and execute the Certificates and, when

delivered and paid for pursuant to the Trust Agreement, the Certificates will have been duly issued and delivered and will constitute valid and legally binding obligations of the Trust, entitled to the benefits provided in the Trust Agreement and enforceable in accordance with their terms.

(l) Except as disclosed in each Prospectus, there are no pending actions, suits or proceedings against or affecting the Company or

AHFC or any of their respective properties that, if determined adversely to the Company or AHFC, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business or results of operations of the Company or AHFC, respectively, or would materially and adversely affect the ability of the Company or AHFC to perform its obligations under this Agreement or the other Basic Documents to which it is a party, or which are otherwise material in the context of the issuance and sale of the Notes or the issuance of the Certificates; and no such actions, suits or proceedings are threatened or, to the Company’s or AHFC’s know ledge, contemplated.

(m) As of the Closing Date, the representations and warranties of the Company and AHFC contained in the Basic Documents will be

true and correct.

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(n) This Agreement has been duly authorized, executed and delivered by each of the Company and AHFC.

(o) The Company has authorized the conveyance of the Receivables to the Trust, and, as of the Closing Date, the Company has

directed the Trust to execute and issue the Notes and the Certificates and to sell the Notes.

(p) The Company’s assignment and delivery of the Receivables to the Trust as of the Closing Date will vest in the Trust all of the Company’s right, title and interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

(q) The Trust’s assignment of the Receivables to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee,

for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no prior lien, mortgage, security interest, pledge, adverse claim, charge or other encumbrance.

(r) The computer tape of the Receivables created [as of __________], and made available to each Representative by the Servicer

was complete and accurate as of the date thereof and includes an identifying description of the Receivables that are listed on Schedule A to the Sale and Servicing Agreement.

(s) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement,

the Basic Documents, the Notes and the Certificates and any other agreements contemplated herein or therein shall have been paid or will be paid by the Company at or prior to the Closing Date to the extent then due.

(t) The consummation of the transactions contemplated by this Agreement and the Basic Documents, and the fulfillment of the

terms hereof and thereof, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the property or assets of the Company or AHFC pursuant to the terms of, any indenture, mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or similar agreement or instrument under which the Company or AHFC is a debtor or guarantor.

(u) The Company is not and, after giving effect to the issuance of the Certificates and the offering and sale of the Notes and the

application of the proceeds thereof as described in the Prospectus, will not be required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).

(v) In connection with the offering of the Notes in the State of Florida, the Company and AHFC hereby certify that they have

complied with all provisions of Section 517.075 of the Florida Securities and Investor Protection Act.

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(w) Except for the Underwriters, neither the Company nor AHFC has employed or retained a broker, finder, commission agent

or other person in connection with the sale of the Notes, and neither the Company nor AHFC is under any obligation to pay any broker’s fee or commission in connection with such sale.

(x) AHFC has complied, and will comply, with any representations or certifications made to any credit rating agency identified in

the Ratings Free Writing Prospectus as issuing a rating to a Class of Notes on issuance or sale of the Notes (the “hired NRSROs” and each, a “hired NRSRO”) in a written representation provided to such hired NRSRO in accordance with Rule 17g-5(a)(3)(iii) of the Act in connection with the credit ratings on the Notes (each, a “17g-5 Certification”); provided, however, that failure to comply with any representations or certifications in a 17g-5 Certification that would not have a material adverse effect on the Noteholders will not be considered a breach of this Section 2(x).

3. Purchase, Sale and Delivery of the Notes. On the basis of the representations, warranties and agreements herein contained, but subject

to the terms and conditions herein set forth, the Company agrees to cause the Trust to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Trust, at a purchase price of, in the case of (i) the Class A-1 Notes, [__________]% of the principal amount thereof, (ii) the Class A-2 Notes, [__________]% of the principal amount thereof, (iii) the Class A-3 Notes, [______________]% of the princi pal amount thereof and (iv) the Class A-4 Notes, [__________]% of the principal amount thereof, the respective principal amounts of each Class of the Notes set forth opposite the names of the Underwriters in Schedule A hereto.

AHFC will cause the Trust to deliver against payment of the purchase price, the Notes of each Class in the form of one or more permanent global securities in definitive form (the “Global Notes”) deposited with the Indenture Trustee as custodian for The Depository Trust Company (“DTC”) and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent Global Notes will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. Payment for the Notes shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account previously designated to the Representatives by the Company at a bank acceptable to the Representatives at the offices of Bingham McCutchen LLP, New York , New York not later than 10:00 A.M., New York City time, on [___________] or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “Closing Date,” against delivery to the Indenture Trustee as custodian for DTC of the Global Notes representing all of the Notes. The Global Notes will be made available for checking at the above office of Bingham McCutchen LLP at least 24 hours prior to the Closing Date.

The Company will deliver the Certificates to the above office of Bingham McCutchen LLP on the Closing Date. The certificate for the Certificates so to be delivered will be in definitive form, in authorized denominations and registered in the name of the Company and will be made available for checking at the above office of Bingham McCutchen LLP at least 24 hours prior to the Closing Date.

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Pursuant to Rule 15c6-1(d) under the Exchange Act, the parties hereto have agreed that the Closing Date will be not later than [__________],

unless otherwise agreed to as described above.

4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Notes for sale to the public as set forth in the Prospectus, and each Underwriter represents, warrants and covenants, severally and not jointly, to the Company and AHFC that: (i) it has not offered or sold and, prior to the expiry of the period of six months from the Closing Date, will not offer or sell any Notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of inves tments (as principal or agent) for the purposes of their businesses, or otherwise in circumstances that have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, as amended, (ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom, (iii) it is a person of a kind described in Articles 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001, as amended (the “Financial Promotion Order”) and (iv) it has only communicated or caused to be communicated, and will only communicate or cause to be communicated, in the United Kingdom any document received by it in connection with the issue of the Notes to a person who is of a kind described in Articles 19 or 49 of the Financial Promotion Order or who is a perso n to whom such document may otherwise lawfully be communicated.

5A. Certain Agreements of the Company and AHFC. The Company (and AHFC solely with respect to clause (m) below) agrees with the several Underwriters:

(a) The Company will file the Final Prospectus, properly completed, with the Commission pursuant to and in accordance with subparagraph (2) (or, if applicable and if consented to by each Representative, subparagraph (5)) of Rule 424(b) no later than the second business day following the date it is first used. The Company will advise the Representatives promptly of any such filing pursuant to Rule 424(b).

(b) The Company shall file the final pricing information, which may be posted on a Bloomberg screen or distributed via

Bloomberg, as a free writing prospectus.

(c) The Company will advise the Representatives promptly, in writing, of any proposal to amend or supplement the Registration Statement or the Prospectus and will not effect such amendment or supplementation without each Representative’s reasonable consent; and the Company will also advise the Representatives promptly of any amendment or supplementation of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

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(d) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act in connection with sales by any

Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will promptly notify the Representatives of such event and will promptly prepare and file with the Commission (subject to the Representatives’ prior review pursuant to Section 5A(c)), at its own expense, an amendment or supplement which will correct such statement or omission, or an amendment which will effect such compliance. Neither the Representatives’ consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6.

(e) [Reserved].

(f) The Company will furnish to the Underwriters copies of each Prospectus, the Registration Statement and all amendments and

supplements to such documents, in each case as soon as available and in such quantities as each Representative reasonably requests. The Final Prospectus shall be furnished on or prior to 3:00 P.M., New York time, on the business day following the execution and delivery of this Agreement. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents.

(g) The Company will arrange for the qualification of the Notes for offering and sale and the determination of their eligibility for

investment under the laws of such jurisdictions as each Representative may reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Notes; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation to do business or to file a general consent to service of process in any such jurisdiction.

(h) For a period from the date of this Agreement until the retirement of the Notes, the Company will furnish, to the extent such

documents are required to be delivered pursuant to the relevant sections described within this section, (i) upon request, to each Underwriter copies of each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Section 3.09 of the Indenture and Sections 3.10 and 3.11 of the Sale and Servicing Agreement and the annual independent certified public accountant’s servicing reports furnished to the Trust pursuant to Section 3.12 of the Sale and Servicing Agreement, via electronic mail or by first-class mail as soon as practicable, and in due course, after such statements and reports are furnished to the Indenture Trustee or the Tru st, as the case may be, and (ii) to each Representative and, upon request, to each of the other Underwriters, such other forms of periodic certificates or reports as may be delivered to the Indenture Trustee, the Owner Trustee or the Noteholders under the Indenture, the Sale and Servicing Agreement or the other Basic Documents.

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(i) So long as any Note is outstanding, the Company will furnish to each Representative by electronic mail or first-class mail as

soon as practicable, except as otherwise provided to each Representative pursuant to Section 5A(h) above, (i) all documents distributed, or caused to be distributed, by the Company to the Noteholders, (ii) all documents filed or caused to be filed by the Company with the Commission pursuant to the Exchange Act or any order of the Commission thereunder and (iii) such other information in the possession of the Company concerning the Trust as each Representative from time to time may reasonably request.

(j) Subject to the provisions of Section 10 hereof, the Company will pay (A) all costs and expenses of Underwriters’ counsel in

excess of $[__________], and (B) all expenses incident to the performance of its obligations under this Agreement and will reimburse the Underwriters (if and to the extent incurred by them) for any filing fees and other expenses (including fees and disbursements of counsel) incurred by them in connection with qualification of the Notes for sale in jurisdictions that each Representative may designate pursuant to Section 5A(g) hereof and determination of their eligibility for investment under the laws of such jurisdictions as each Representative reasonably designates and the printing of memoranda relating thereto, for any fees charged by investment rating agencies for the rating of the Notes, for any travel expenses of the officers and employees of the Underwriters and any other expenses of the Underwriters in connection with attending or hosting meetings with prospective purchasers of the Notes and for expenses incurred in distributing the Prospectus (including any amendments and supplements thereto).

(k) To the extent, if any, that the rating provided with respect to the Notes by any hired NRSRO is conditional upon the furnishing

of documents or the taking of any other action by the Company, the Company shall furnish such documents and take any such other action.

(l) On or before the Closing Date, the Company shall annotate and indicate unambiguously in the computer records of the Company relating to the Receivables to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date the Company shall not take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Sale and Servicing Agreement.

(m) AHFC will comply, and will cause the Company, to comply with the representations or certifications made in any 17g-5

Certification delivered to a hired NRSRO; provided, however, that failure to comply with any representations or certifications in a 17g-5 Certification that would not have a material adverse effect on the Noteholders will not be considered a breach of this Section 5A(m).

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5B. Certain Agreements of the Underwriters. Each of the several Underwriters, for itself only, represents, warrants and agrees with the

Company as follows:

(a) Other than the Preliminary Prospectus and the Final Prospectus, each Underwriter has not conveyed and will not convey, without the Company’s prior written approval, to any potential investor in the Notes any other written material of any kind relating to any “issuer information” as defined in Rule 433(h)(2) of the Act, or the Notes that would constitute a “prospectus” or a “free writing prospectus,” each as defined in the Act (“Prohibited Materials”), including, but not limited to the materials constituting a “road show” presentation to Potential Investors (other than use of such materials as part of the road show itself) and any “ABS informational and computational materials” with in the meaning of Item 1101(a) of Regulation AB promulgated by the Commission under the Act and the Securities Exchange Act of 1934, as amended; provided, however, that each Underwriter may convey to one or more of its Potential Investors (the following, collectively, “Permitted Information”): (i) information permitted in Rule 134 under the Act or previously included in the Preliminary Prospectus, (ii) the Ratings Free Writing Prospectus, and (iii) a free writing prospectus, as defined in Rule 405 under the Act, containing only: (a) syndicate structure and a column or other entry showing the status of the subscriptions for each class of the Notes (both for the issuance as a whole and for each Underwriters’ specific retention) and confirmation information, (b) expected settlement date and expected and actual pricing parameters of the Notes, (c) information relating to the class, size, rating, price, CUSIP, coupon, yield, spread, benchmark, status of the Notes, the expected final payment date , the trade date and payment window of one or more classes of Notes, the weighted average life of any class of Notes, pricing prepayment speeds and clean up call information, and any credit enhancement expected to be provided or any derivatives entered into in connection with the Notes, (d) expected maturities of any class of Notes, (e) the eligibility of the Notes to be purchased by ERISA plans and (f) [Intex.cdi] files containing data derived from information available in the Prospectus; provided further, that, in the case of the Permitted Information contained in clauses (i) and (ii), such Permitted Information is posted on a Bloomberg screen or distributed via Bloomberg and, in the case of clause (ii), other than the final pricing terms, which will be posted on a Bloomberg screen or distributed via Bloomberg, such free writing prospectus shall not contain information that would require the issuer to file such free writing prospectus pursuant to Rule 433 under the Act.

(b) Prior to entering into any Contract of Sale with a prospective investor, the applicable Underwriter shall convey the Time of Sale

Information to the prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Time of Sale Information to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

(c) Each Underwriter, severally and not jointly, covenants with the Company and AHFC that on or prior to the Closing Date, it will

not provide to any hired NRSRO or any other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transaction contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the participation of a representative of AHFC.

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6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Notes on

the Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and AHFC herein on the Closing Date, to the accuracy of the statements of Company and AHFC officers made pursuant to the provisions hereof, to the performance by the Company and AHFC of their respective obligations hereunder and to the following additional conditions precedent:

(a) Each Representative shall have received a letter, dated the date hereof or the Closing Date, of KPMG LLP, in form and

substance satisfactory to the Representatives and counsel for the Underwriters, confirming that they are independent public accountants within the meaning of the Act and the applicable Rules and Regulations and stating in effect that (i) they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Trust, AHFC and the Company) set forth in the Registration Statement, the Preliminary Prospectus, each Prospectus (and any supplements thereto), agrees with the accounting records of the Trust, AHFC and the Company, excluding any questions of legal interpretation, and (ii) they have performed certain specified procedures with respect to the Receivables and certain static pool data (within the meaning of Item 1105 of Regulation AB under the Act) included on the website listed in the Preliminary Prospectus and the Prospectus.

(b) Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no

proceedings for that purpose shall have been instituted or, to the knowledge of the Company or the Representatives, shall be contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or

event involving a prospective change, in or affecting particularly the business, properties, condition (financial or otherwise) or results of operations of the Company or AHFC which, in the judgment of a majority in interest of the Underwriters (including the Representatives), materially impairs the investment quality of any Class of the Notes or makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for any Class of the Notes; (ii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (iii) any ba nking moratorium declared by Federal, California or New York authorities; or (iv) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any substantial national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters (including the Representatives), the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for any Class of the Notes.

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(d) Each Representative shall have received an opinion of Luce, Forward, Hamilton & Scripps LLP, special California counsel to

the Company and AHFC, or of such other California counsel satisfactory to the Representatives, dated the Closing Date and satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters, to the effect that:

(i) Each of AHFC and the Company has the corporate power and corporate authority to execute and deliver the Receivables

Purchase Agreement, and to incur its obligations set forth therein.

(ii) Each of AHFC and the Company has the corporate power and corporate authority to execute and deliver the Sale and Servicing Agreement, and to incur its obligations set forth therein.

(iii) Each of AHFC and the Company has the corporate power and corporate authority to carry on its business as described in the

Prospectus.

(iv) The execution and delivery by AHFC of each of the Basic Documents to which AHFC is a party, and the incurring by AHFC of the obligations of AHFC thereunder, have been duly authorized by all necessary corporate action on the part of AHFC, and each of the Basic Documents to which AHFC is a party has been duly executed and delivered by AHFC. The execution and delivery by the Company of each of the Basic Documents to which the Company is a party, and the incurring by the Company of the obligations of the Company thereunder, have been duly authorized by all necessary corporate action on the part of the Company, and each of the Basic Documents to which the Company is a party has been duly executed and delivered by the Company.

(v) The direction by AHFC to the Indenture Trustee to authenticate the Notes, as set forth in a letter dated as of the Closing Date,

and the direction by AHFC to the Owner Trustee to execute and deliver to the Indenture Trustee for authentication the Notes, as set forth in a letter dated as of the Closing Date, have been duly authorized by all necessary corporate action on the part of AHFC.

(vi) The direction by the Company to the Owner Trustee to authenticate and deliver the Certificates, as set forth in a letter dated as

of the Closing Date, has been duly authorized by all necessary corporate action on the part of the Company.

(vii) The execution and delivery by AHFC of each of the Basic Documents to which AHFC is a party, and the incurring by AHFC of the obligations of AHFC thereunder, do not violate any federal or California statute, rule or regulation applicable to AHFC. The execution and delivery by the Company of each of the Basic Documents to which the Company is a party, and the incurring by the Company of the obligations of the Company thereunder, do not violate any federal or California statute, rule or regulation applicable to the Company.

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(viii) Assuming that AHFC follows its standard operating procedures for creating and perfecting security interests in California

Financed Vehicles, as described in an Officers’ Certificate executed by AHFC and attached hereto, and relying solely on such Officers’ Certificate with respect to such facts (and AHFC has not informed us that it has not followed, or that it will not continue to follow, its standard operating procedures in connection with the creation and perfection of security interests in the California Financed Vehicles), AHFC has acquired or will acquire a perfected security interest in each California Financed Vehicle that will be prior to any other security interest therein created under Division 9 of the California Uniform Comme rcial Code.

(ix) No filing or other action is necessary to maintain the perfection of the security interest in the California Financed Vehicles

created by the California Receivables and acquired by the Company, the Trust or the Indenture Trustee, as applicable. Such counsel may note that unless and until the obligors under the California Receivables receive effective notice of the transfer to the Company, the Trust or the Indenture Trustee (as the case may be) and of the assignment of the rights to payment, such obligors are entitled to make payments to and accept releases and discharges from AHFC, and, for so long as AHFC is named as the legal owner and lienholder on any certificate of title with respect to any California Financed Vehicle, AHFC has the power to release the secur ity interest in such California Financed Vehicle or to make another assignment of such security interest to an assignee that becomes the lienholder named on the related certificate of title, which power may be improperly exercised either through fraud or inadvertence;

(x) No consent, approval, authorization or other action by, or filing with, any federal or California governmental authority, or

any order or decree, or any modification of any order or decree, from any California court, is required for the execution and delivery by each of AHFC and the Company of each of the Basic Documents to which it is a party or the incurring of its obligations thereunder, or if required, the requisite consent, approval, or authorization has been obtained, the requisite filing has been accomplished, or the requisite action has been taken.

(xi) The statements in the Prospectus under the heading “Certain Legal Aspects of the Receivables,” to the extent that they

constitute matters of State of California law or State of California legal conclusions, provide a fair and accurate summary in all material respects of such law or conclusions; provided, however, that we express no opinion with respect to statements in the next to last paragraph under the subheading “Consumer Protection Laws.”

(e) Each Representative shall have received an opinion of Alston & Bird LLP, special counsel to the Company and AHFC, dated

the Closing Date and satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters, to the effect that:

(i) each of the Company and AHFC is validly existing and in good standing under the laws of the States of Delaware and California respectively;

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(ii) when the Notes have been validly executed, authenticated and delivered in accordance with the provisions of the Indenture

and delivered to and paid for by the Underwriters pursuant to this Agreement, the Notes will constitute valid and binding obligations of the Trust enforceable in accordance with their terms and entitled to the benefits of the Indenture, except that enforceability thereof may be subject to (a) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity;

(iii) the execution, delivery and performance by each of the Company and AHFC of the Basic Documents to which it is a party

will not violate or result in a material breach of any of the terms of or constitute a material default under or (except as contemplated in the Basic Documents) result in the creation of any lien, charge or encumbrance on any property or assets of the Company or AHFC, pursuant to the terms of any indenture, mortgage, deed of trust or other agreement described in an Officer’s Certificate or Certificates and schedules attached to such opinion (collectively, the “Material Agreements”). As to those Material Agreements which by their terms are or may be governed by the laws of a jurisdiction other than New York, such counsel may assume tha t such Material Agreements are governed by the laws of the State of New York for purposes of such opinion. In addition, and in reliance upon a certificate of AHFC’s Chief Financial Officer or other accounting officer as to compliance with financial covenants, such counsel may exclude from the scope of such opinion any potential violation of financial covenants contained in such Material Agreements;

(iv) no consent, approval, authorization or order of, or filing with, any New York or federal governmental entity is required for

the execution and delivery by either of the Company or AHFC of the Basic Documents to which it is a party or the performance by either of the Company or AHFC of the transactions contemplated thereby where the failure to make or obtain such consent or approval of, notice to, filing with, or other action by, or take such action would reasonably be expected to have a material adverse effect on the ability of such entity to perform its obligations under the Basic Documents, except for (i) the filing of UCC financing statements, (ii) filings and other actions that may be required pursuant to state securities or blue sky laws, and (iii) those that have already been obtained, made or taken;

(v) the execution and delivery by each of the Company and AHFC of the Basic Documents to which it is a party, the

consummation of the transactions contemplated thereby and compliance with any of the provisions thereof by each of AHFC and the Company will not violate (i) any of the terms, conditions or provisions of the certificate of incorporation or bylaws of either of the Company or AHFC, each as amended, (ii) any federal or State of New York statute, rule or regulation applicable to AHFC or the Company (other than federal and state securities or blue sky laws, as to which such counsel need express no opinion with respect to this paragraph) or (iii) any judgment, written injunction, decree, order or ruling of any court or governmental authority binding on AHFC o r the Company of which such counsel has knowledge;

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(vi) such counsel has no reason to believe that the Registration Statement or any amendment thereto, as of the date of the Final

Prospectus or as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Time of Sale Information, together with the pricing information, as of its date, as of the Time of Sale and as of the Closing Date, or the Final Prospectus as of its date or as of the Closing Date, contains or contained any untrue statement of a material fact or omits or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not mislead ing; it being understood that such counsel need make no statement or express any opinion as to the financial statements or other financial, numerical, statistical and quantitative information contained in the Registration Statement or a Prospectus, and that for purposes of determining the date of the Preliminary or Final Prospectus, it shall be the date stated on the respective prospectus supplements thereto;

(vii) the Registration Statement and each Prospectus complies in all material respects with the requirements of the Act and the

rules and regulations promulgated thereunder; and such counsel does not know of any contracts or documents of a character required to be described in the Registration Statement or each Prospectus or to be filed as exhibits to the Registration Statement that are not described and filed as required; it being understood that such counsel need express no opinion as to the financial statements or other financial, numerical, statistical and quantitative information contained in the Registration Statement or a Prospectus; and

(viii) assuming that the Receivables are in substantially one of the forms attached to such opinion, the Receivables constitute

tangible “chattel paper” within the meaning of the California UCC.

(f) Each Representative shall have received an opinion of Alston & Bird LLP, special counsel to the Company and AHFC, dated the Closing Date and satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters, to the effect that:

(i) the Receivables Purchase Agreement creates a valid security interest in favor of the Company in AHFC’s right, title and

interest in and to the Receivables transferred to the Company pursuant to the Receivables Purchase Agreement;

(ii) the Sale and Servicing Agreement creates a valid security interest in favor of the Trust in the Company’s right, title and interest in and to the Receivables transferred to the Trust pursuant to the Sale and Servicing Agreement;

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(iii) the Indenture creates a valid security interest in favor of the Indenture Trustee in the Trust’s right, title and interest in and to

the Receivables pledged to the Indenture Trustee pursuant to the Indenture;

(iv) the filing of the financing statements of Form UCC-1 naming (a) AHFC as debtor in favor of the Company, (b) the Company as debtor in favor of the Trust, and (c) the Trust as debtor in favor of the Indenture Trustee, in the respective offices, will be effective to perfect the security interests described in paragraphs (i), (ii) and (iii) above, and each such security interest will be prior to any security interest in the Receivables of any other creditor of AHFC, the Company or the Trust, respectively;

(v) the Trust Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture

Act”);

(vi) the Indenture has been duly qualified under the Trust Indenture Act;

(vii) the Registration Statement is effective under the Act and, to the best of such counsel’s knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings therefor have been initiated or threatened by the Commission;

(viii) each Basic Document (other than the Trust Agreement) to which it is a party is, when executed and delivered, a valid and

binding obligation of each of the Company and AHFC, enforceable against each such party in accordance with its terms, except as enforceability thereof may be limited by (x) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (y) general principles of equity regardless of whether such enforceability is considered in a proceeding at law or in equity, and (z) in the case of this Agreement and with respect to rights of indemnity thereunder, limitations of public policy under applicable securities laws;

(ix) assuming due authorization, execution and delivery by the Indenture Trustee and the Owner Trustee, not in its individual

capacity but solely as Owner Trustee on behalf of the Trust, the Indenture constitutes the legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect, and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law) except, as applicable, that such counsel need not express an opinion with respect to indemnification or contribu tion provisions which may be deemed to be in violation of the public policy underlying any law or regulation; and

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(x) neither the Trust nor the Company is an “investment company” or under the “control” of an “investment company” as such

terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”) and neither the Trust nor the Company is required to register under the Investment Company Act.

(g) Each Representative shall have received an opinion of Bingham McCutchen LLP, as tax counsel for the Company, dated the

Closing Date and satisfactory in form, substance and scope to the Representatives and counsel for the Underwriters, to the effect that (A) for federal income tax purposes (i) the Notes will be characterized as indebtedness, (ii) the Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation and (iii) the statements set forth in the Prospectus Supplement under the headings “Summary of Terms—Tax Status,” “Material Income Tax Consequences” and Annex A to the Prospectus, “Global Clearance, Settlement and Tax Documentation Procedures—Certain U.S. Federal Income Tax Documentation Requir ements” and in the Base Prospectus under the headings “Summary of Terms—Tax Status” and “Material Income Tax Consequences,” to the extent they constitute matters of law or legal conclusions, accurately described the material United States federal income tax consequences to Noteholders and (B) the statements in each Prospectus under the headings “Summary – ERISA Considerations” and “ERISA Considerations,” to the extent that they constitute matters of federal or State of New York law, or federal or State of New York legal conclusions provide a fair and accurate summary of such law or conclusions.

(h) Each Representative shall have received an opinion of Bingham McCutchen LLP, tax counsel for the Company, dated the

Closing Date and satisfactory in form, substance and scope to the Representatives and counsel for the Representatives, to the effect that for California state franchise and California state income tax purposes the Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation.

(i) Each Representative shall have received from Bingham McCutchen LLP, counsel for the Underwriters, such opinion or

opinions, dated the Closing Date, with respect to the validity of the Notes, the Registration Statement, the Prospectus and other related matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as it may request for the purpose of enabling it to pass upon such matters.

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(j) Each Representative shall have received a certificate, dated the Closing Date, of the Chairman of the Board, the President or any

Vice-President and a principal financial or accounting officer of each of the Company and AHFC in which such officers, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Company and AHFC in this Agreement are true and correct in all material respects; the Company or AHFC, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date in all material respects; the representations and warranties of the Company or AHFC, as applicable, in the Basic Documents are true a nd correct as of the dates specified in such agreements in all material respects; the Company or AHFC, as applicable, has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements at or prior to the Closing Date; no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; and, subsequent to the date of the Final Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), business, properties or results of operations of the Company or AHFC or their respective businesses except as set forth in or contemplated by the Prospectus or as described in such certificate.

(k) Each Representative shall have received an opinion of [__________], counsel to the Indenture Trustee, dated the Closing Date

and satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters, substantially to the effect that:

(i) the Indenture Trustee is duly formed and validly existing as a national banking association under the federal laws of the United States of America;

(ii) each of the Indenture Trustee and the Securities Intermediary has full corporate power and authority to execute, deliver and

perform its respective obligations under each of the Basic Documents to which it is a party and has taken all necessary action to authorize the execution, delivery and performance by it of each of the Basic Documents to which it is a party;

(iii) no approval, authorization or other action by or filing with any governmental authority of the United States of America, or of

the State of New York, having jurisdiction over the banking or trust powers of the Indenture Trustee is required in connection with the execution and delivery by the Indenture Trustee of the Basic Documents;

(iv) the execution and delivery of the Basic Documents and the performance by the Indenture Trustee of the respective terms of

the Basic Documents to which it is a party, do not conflict with or result in a violation of the Certificate of Incorporation or By-laws of the Indenture Trustee or the federal laws of the United States of America or laws of the State of New York applicable to the banking or trust powers of the Indenture Trustee;

(v) each of the Basic Documents to which the Indenture Trustee is a party has been duly executed and delivered by the Indenture

Trustee or the Securities Intermediary, as the case may be, and constitutes a legal, valid and binding obligation of the Indenture Trustee or the Securities Intermediary, as the case may be, enforceable against the Indenture Trustee or the Securities Intermediary, as the case may be, in accordance with its respective terms, except that, certain of such obligations may be enforceable solely against the Collateral and except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity, including, w ithout limitation, concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether such enforceability is considered in a proceeding in equity or at law); and

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(vi) the Notes delivered on the Closing Date have been duly authenticated by the Indenture Trustee in accordance with the terms

of the Indenture.

(l) Each Representative shall have received an opinion of [__________], counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters, to the effect that:

(i) the Owner Trustee is validly existing as a national banking association under the federal laws of the United States of

America;

(ii) the Owner Trustee has the corporate power and authority to execute, deliver and perform its obligations under the Trust Agreement and to consummate the transactions contemplated thereby;

(iii) the Owner Trustee has duly authorized, executed and delivered the Trust Agreement, and the Trust Agreement constitutes a

legal, valid and binding obligation of the Owner Trustee, enforceable against the Owner Trustee in accordance with its terms. The Certificates have been duly authenticated by the Owner Trustee;

(iv) neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation of the

transactions contemplated thereby, is in violation of the articles of association or bylaws of the Owner Trustee or of any law, governmental rule or regulation of the State of Delaware or of the United States of America governing the trust powers of the Owner Trustee; and

(v) no consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or

commission of the State of Delaware or of the United States of America governing the trust powers of the Owner Trustee is required by or with respect to the Owner Trustee for the valid execution and delivery of the Trust Agreement, or for the validity or enforceability thereof, other than the filing of the Certificate of Trust with the Delaware Secretary of State, which has been duly filed.

(m) [Reserved.]

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(n) Each Representative shall have received an opinion of [__________], counsel to the Delaware Trustee, dated the Closing Date

and satisfactory in form and substance to the Representatives and counsel for the Underwriters, to the effect that:

(i) the Delaware Trustee is validly existing as a national banking association under the federal laws of the United States of America;

(ii) the Delaware Trustee has the corporate power and authority to execute, deliver and perform its obligations under the Trust

Agreement and to consummate the transactions contemplated thereby;

(iii) the Delaware Trustee has duly authorized, executed and delivered the Trust Agreement, and the Trust Agreement constitutes a legal, valid and binding obligation of the Delaware Trustee , enforceable against the Delaware Trustee in accordance with its terms;

(iv) neither the execution, delivery and performance by the Delaware Trustee of the Trust Agreement, nor the consummation of

the transactions contemplated thereby, is in violation of the articles of association or bylaws of the Delaware Trustee or of any law, governmental rule or regulation of the State of Delaware or of the United States of America governing the trust powers of the Delaware Trustee; and

(v) no consent, approval or other authorization of, or registration, declaration or filing with, any court or governmental agency or

commission of the State of Delaware or of the United States of America governing the trust powers of the Delaware Trustee is required by or with respect to the Delaware Trustee for the valid execution and delivery of the Trust Agreement, or for the validity or enforceability thereof, other than the filing of the Certificate of Trust with the Delaware Secretary of State, which has been duly filed.

(o) Each Representative shall have received one or more opinions of Richards, Layton & Finger, P.A., special Delaware counsel to

the Trust, dated the Closing Date and satisfactory in form, substance and scope to the Representatives and counsel for the Underwriters, to the effect that:

(i) the Trust has been duly formed and is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Statute, 12 Del. C. (section) 3801, et seq. (the “Delaware Act”);

(ii) the Trust has the power and authority under the Delaware Act and the Trust Agreement to execute and deliver the Basic

Documents to which the Trust is a party, to issue the Notes and the Certificates, to grant the Collateral (as such term is defined in the Indenture) to the Indenture Trustee as security for the Notes and to perform its obligations under each of said documents;

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(iii) the Trust has duly authorized the Basic Documents to which the Trust is a party, the Certificates and the Notes, and when the

Certificates have been duly executed and authenticated by the Owner Trustee and delivered upon the order of the Depositor in accordance with the Trust Agreement, the Certificates will be validly issued and entitled to the benefits of the Trust Agreement;

(iv) to the extent that Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (the “Delaware UCC”) is

applicable (without regard to conflicts of laws principles), and assuming that the security interest created by the Indenture in the Collateral has been duly created and has attached, upon the filing of the financing statements set forth in such opinion (the “Delaware Financing Statements”) with the Office of the Secretary of State (Uniform Commercial Code Division) (the “Division”), the Indenture Trustee will have a perfected security interest in the Trust’s rights in that portion of the Collateral described in the Delaware Financing Statements that may be perfected by the filing of a UCC financing statement with the Division (the “Filing Collateral”) and the proceeds thereof (as defined in Section 9-102(a)(64) of the Delaware UCC);

(v) the search report referenced in such opinion will set forth the proper filing office and the proper debtor necessary to identify

those persons who under the Delaware UCC have on file financing statements against the Trust covering the Filing Collateral as of the Closing Date. Such search report identifies no secured party who has filed with the Division a financing statement naming the Trust as debtor, and describing the Filing Collateral prior to the Closing Date;

(vi) assuming for federal income tax purposes that the Trust will not be classified as an association or a publicly traded

partnership taxable as a corporation, and that the Notes will be characterized as indebtedness for federal income tax purposes, then the Trust will not be subject to any franchise or income tax under the laws of the State of Delaware, and the Notes will also be characterized as indebtedness for Delaware tax purposes;

(vii) the Trust Agreement is the legal, valid and binding obligation of the parties thereto, enforceable against such parties, in

accordance with its terms (subject to such exclusions and exceptions as are customary in opinions of this type);

(viii) under the Delaware Act, the Trust is a separate legal entity and, assuming that the Sale and Servicing Agreement conveys good title to the Trust property to the Trust as a true sale and not as a security arrangement, the Trust rather than the Certificateholders will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sale and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property;

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(ix) under 3805(b) of the Delaware Act, no creditor of any Certificateholder (as defined in the Trust Agreement) shall have any

right to obtain possession of, otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement;

(x) under 3805(c) of the Delaware Act, except to the extent otherwise provided in the Trust Agreement, a Certificateholder

(including the Company in its capacity as Depositor under the Trust Agreement) has no interest in specific Receivables; and

(xi) under 3808(a) and (b) of the Delaware Act, the Trust may not be terminated or revoked by any Certificateholder, and the dissolution, termination or bankruptcy of any Certificateholder shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

(p) Each Representative shall have received an opinion of Alston & Bird LLP, counsel to the Company, dated the Closing Date and

satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters, (i) with respect to the characterization of the transfer of the Receivables by AHFC to the Company and (ii) to the effect that should AHFC become the debtor in a case under Title 11 of the United States Code (the “Bankruptcy Code”) the Company would not otherwise properly be a debtor in a case under the Bankruptcy Code, and in a properly presented and decided case, a federal bankruptcy court would not use its equitable discretion to disregard the corporate forms of the Company and AHFC so as to substantively consolidate the assets and liabilities of the Company with the assets and liabilities of AHFC, and such opinion shall be in substantially the form previously discussed with the Representatives and counsel for the Underwriters and in any event satisfactory in form and in substance to the Representatives and in form and scope to counsel for the Underwriters.

(q) Each Representative shall have received evidence satisfactory to it and its counsel that, on or before the Closing Date, UCC-1

financing statements have been or are being filed in the office of the Secretaries of State of the states of (i) California and Delaware reflecting the transfer of the interest of AHFC in the Receivables and the proceeds thereof to the Company and the transfer of the interest of the Company in the Receivables and the proceeds thereof to the Trust and (ii) Delaware reflecting the grant of the security interest by the Trust in the Receivables and the proceeds thereof to the Indenture Trustee.

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(r) Each Representative shall have received an opinion of Alston & Bird LLP, special counsel to the Company, dated the Closing

Date and satisfactory in form and substance to the Representatives and in form and scope to counsel for the Underwriters to the effect that upon execution and delivery of the Sale and Servicing Agreement, the Indenture and the Control Agreement, the provisions of the Indenture and the Control Agreement will be effective to create a valid security interest in favor of the Indenture Trustee, to secure payment of the Notes, in the Trust’s rights in all “security entitlements” (as defined in Section 8-102(a)(17) of the UCC) with respect to “financial assets” (as defined in Section 8-102(a)(9) of the UCC) now or hereafter credited to each Securities Account and in all “security entitlements” (within the meaning of the Federal Book-Entry Regulations) with respect to Federal Book-Entry Securities now or hereafter credited to each Securities Account (such security entitlements, collectively, the “Security Entitlements”); the provisions of the Indenture and the Control Agreement will be effective to perfect the security interest of the Indenture Trustee in the Security Entitlements; and no security interest of any other creditor of the Trust will be prior to the security interest of the Indenture Trustee in the Security Entitlements.

(s) [The Representative shall have received an opinion of the in-house counsel to the Swap Counterparty, dated the Closing Date

and satisfactory in form and substance to the Representative and in form and scope to counsel for the Underwriters, substantially to the effect that:]

(i) [the Swap Counterparty is a national banking association organized, validly existing and in good standing under the laws of the United States of America;]

(ii) [the Swap Counterparty has the power and authority to execute, deliver and perform its obligations under the Swap

Agreement;]

(iii) [the Swap Agreement has been duly authorized, executed and delivered by the Swap Counterparty and constitutes the legal, valid and binding obligation of the Swap Counterparty, enforceable against the Swap Counterparty in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect, and subject, as to enforceability, to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law); and]

(iv) [neither the execution, delivery and performance by the Swap Counterparty of the Swap Agreement, nor the consummation of

any of the transactions by the Swap Counterparty contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the federal laws of the United States of America.]

(t) [The Representative shall have received a certificate, dated the Closing Date, of the President or any Senior Vice-President of the

Swap Counterparty in which such officer shall state that the information provided by the Swap Counterparty for inclusion in the Preliminary Prospectus and the Final Prospectus is true and correct in all material respects and did not omit any information required to make such statements not misleading in the context in which they were made.]

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(u) Each Class of the Notes shall have been rated in the highest rating category by each hired NRSRO.

(v) On or prior to the Closing Date, the Certificates shall have been issued to the Company.

(w) Each Representative shall have received from Alston & Bird LLP and each other counsel for the Company, a letter dated the

Closing Date to the effect that the Underwriters may rely upon each opinion rendered by such counsel to any hired NRSRO in connection with the rating of any Class of the Notes, as if each such opinion were addressed to the Underwriters.

(x) Each Representative shall have received an opinion of Scott Shea, Esq., counsel to the Company and AHFC, dated the Closing

Date, to the effect that to the best knowledge of such counsel after due inquiry, there are no actions, proceedings or investigations to which the Company or AHFC is a party or that are threatened before any court, administrative agency or other tribunal having jurisdiction over AHFC or the Company, (i) that are required to be disclosed in the Registration Statement, (ii) asserting the invalidity of this Agreement, any Basic Document, the Notes or the Certificates, (iii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or the Basic Documents, (iv) which might materi ally and adversely affect the performance by the Company or AHFC of its obligations under, or the validity or enforceability of, this Agreement, any Basic Document, the Notes or the Certificates or (v) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus under the heading “Material Income Tax Consequences.”

(y) As of the Closing Date, the representations and warranties of the Company and AHFC contained in the Basic Documents will be

true and correct.

(z) Each Representative shall have received one or more opinions of Richards, Layton & Finger, P.A., special Delaware counsel to the Company, dated the Closing Date an satisfactory in form, substance and scope to the Representatives and counsel for the Underwriters, to the effect that:

(i) the Company has been duly formed and is validly existing in good standing as a limited liability company under the laws of

the State of Delaware;

(ii) the Limited Liability Company Agreement of the Company (the "LLC Agreement") constitutes a legal, valid and binding agreement of AHFC, as the sole equity member of the Company (the "Member"), and is enforceable against the Member, in accordance with its terms;

(iii) under the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq. (the "LLC Act") and the LLC Agreement, the

Company has all necessary limited liability company power and authority to execute and deliver the Basic Documents to which it is a party, and to perform its obligations thereunder;

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(iv) under the LLC Act and the LLC Agreement, the execution and delivery by the Company of the Basic Documents to which it

is a party, and the performance of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Company;

(v) if properly presented to a Delaware court, a Delaware court applying Delaware law, would conclude that (i) in order for a

person or entity to file a voluntary bankruptcy petition on behalf of the Company, the prior affirmative vote of 100% of the Managers (as defined in the LLC Agreement) of the Company, including the Independent Managers (as defined in the LLC Agreement), as provided for in Section 5.02 of the LLC Agreement, is required, and (ii) such provision, contained in Section 5.02 of the LLC Agreement, that requires, the prior affirmative vote of 100% of the Managers of the Company, including the Independent Managers in order for a person or entity to file a voluntary bankruptcy petition on behalf of the Company, constitutes a legal, valid and binding agreement of th e Member, and is enforceable against the Member, in accordance with its terms;

(vi) while under the LLC Act, on application to a court of competent jurisdiction, a judgment creditor of the Member may be able

to charge the Member's share of any profits and losses of the Company and the Member's right to receive distributions of the Company's assets (the "Member's Interest"), to the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the Member would otherwise have been entitled in respect of such Member's Interest. Under the LLC Act, no creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Company. Thus, under the LLC Act, a judgment creditor of the Member may not satisfy its clai ms against the Member by asserting a claim against the assets of the Company;

(vii) under the LLC Act (i) the Company is a separate legal entity, and (ii) the existence of the Company as a separate legal entity

shall continue until the cancellation of the Certificate of Formation of the Company, as amended and/or restated from time to time (the "LLC Certificate");

(viii) under the LLC Act and the LLC Agreement, the Bankruptcy (as defined in the LLC Agreement) or dissolution of the Member

will not, by itself, cause the Company to be dissolved or its affairs to be wound up;

(ix) no authorization, consent, approval or order of any Delaware court or any Delaware governmental or administrative body is required to be obtained by the Company solely in connection with the execution and delivery by the Company of the Basic Documents to which it is party, or the performance by the Company of its obligations thereunder; and

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(x) the execution and delivery by the Company of the Basic Documents to which it is a party, and the performance by the

Company of its obligations thereunder, do not violate (i) any Delaware law, rule or regulation, or (ii) the LLC Certificate or the LLC Agreement.

(aa) Each Representative shall have received one or more opinions of Richards, Layton & Finger, P.A., special Delaware counsel to

the Company, dated the Closing Date and satisfactory in form, substance and scope to the Representatives and counsel for the Underwriters, to the effect that a federal bankruptcy court would hold that Delaware law, and not federal law, governs the determination of what persons or entities have authority to file a voluntary bankruptcy petition on behalf of the Company.

The Company will furnish each Representative with such conformed copies of such opinions, certificates, letters and documents as the

Representatives reasonably request.

The Representatives may, in their sole discretion, waive on behalf of the Underwriters compliance with any conditions to the obligations of the Representatives hereunder.

7. Indemnification and Contribution.

(a) The Company and AHFC will, jointly and severally, indemnify and hold harmless each Underwriter and its respective directors, officers, employees and controlling persons against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, each Prospectus, the Ratings Free Writing Prospectus, any issuer free writing prospectus or any amendment or supplement thereto or in any information contained in any underwriter free writing prospectus which information (i) is Permitted Information, (ii) is also included in the Preliminary Prospectus (other than Underwriter Information) and to which AHFC has consented in writing to be included in such underwriter free writing prospectus, or (iii) has been provided by the Company or AHFC to each Representative specifically for inclusion in any such underwriter free writing prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor AHFC will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omissi on from any of such documents in reliance upon and in conformity with the Underwriter Information (as defined in subsection (b) below).

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(b) Each Underwriter will severally and not jointly indemnify and hold harmless the Company and AHFC against any losses,

claims, damages or liabilities to which the Company or AHFC may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, each Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the ext ent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company or AHFC in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Underwriter consists of the following information furnished on behalf of each Underwriter: in the Final Prospectus, the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and in each Prospectus, the information contained in the third paragraph, the second sentence of the fifth paragraph, and the seventh paragraph under the caption “Underwriting” (collectively, the “Unde rwriter Information”).

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such

indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and after acceptance by the indemnified party of such counsel, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party unless a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between th e indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party if indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.

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(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under

subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a r esult of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Notes underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters� 217; obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company or AHFC under this Section shall be in addition to any liability which the Company or AHFC

may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company or AHFC, to each officer of the Company and AHFC who has signed the Registration Statement and to each person, if any, who controls the Company or AHFC within the meaning of the Act.

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8. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) The Underwriters have agreed solely to act as Underwriters in connection with the sale of the Notes pursuant to this Agreement

and that no fiduciary, advisory or agency relationship between the Company and the Representatives or any of the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any Underwriter has advised or is advising the Company on other matters;

(b) the price of the Notes set forth in this Agreement was established by the Company following discussions and arms-length

negotiations with the Representatives and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) it has been advised that the Underwriters and their affiliates are engaged in a broad range of transactions which may involve

interests that differ from those of the Company and that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(d) it waives, to the fullest extent permitted by law, any claims it may have against any Underwriter for breach of fiduciary duty or

alleged breach of fiduciary duty arising out of this Agreement and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

9. Default of Underwriters. If any Underwriter or Underwriters default in their obligations to purchase Notes hereunder on the Closing

Date and the aggregate principal amount of Notes that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date, the Representatives may make arrangements satisfactory to the Company for the purchase of such Notes by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the nondefaulting Underwriters shall be obligated severally, in proportion to their respective commitme nts hereunder, to purchase the Notes that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate principal amount of Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Notes that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase of such Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or the Company, except as provided in Section 10. As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

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10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other

statements of the Company or AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5A and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

11. Notices. All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered by hand or

overnight delivery service (FedEx or United Parcel Service), sent by electronic mail where specified in this Agreement or sent by facsimile and confirmed to the Representatives, (i) in the case of [___________], at [ADDRESS], [ADDRESS], Attention: [___________] (facsimile: [___________]; email: [___________]) and (ii) in the case of [___________], at [ADDRESS], [ADDRESS], Attention: [___________] (facsimile: [___________]; email: [___________]), or, if sent to the Company, will be mailed, delivered by hand or overnight delivery service (FedEx or United Parcel Service) or sent by facsimile transmission and confirmed to it at 20800 Madrona Avenue, Torrance, California 90503, Attention: Paul C. Honda, (facsimile: (310) 972-2415), and if to AHFC, will be mailed, delivered by hand or overnight delivery service (FedEx or United Parcel Service) or sent by facsimile transmission and confirmed to it at 20800 Madrona Avenue, Torrance, California 90503, Attention: Paul C. Honda, (facsimile: (310) 972-2415); provided that any notice to an Underwriter pursuant to Section 7 will be mailed, delivered by hand or overnight delivery service (FedEx or United Parcel Service) or sent by facsimile and confirmed to such Underwriter.

12. No Bankruptcy Petition. Each Underwriter agrees that, prior to the date which is one year and one day after the payment in full of all

securities issued by the Company or by a trust for which the Company was the depositor, which securities were rated by any nationally recognized statistical rating organization, it will not institute against, or join any other person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any Federal or state bankruptcy or similar law.

13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the

officers and directors and controlling persons referred to in Section 10, and no other person will have any right or obligation hereunder.

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14. Representation of Underwriters. Each Representative will act for the several Underwriters in connection with this financing, and any

action under this Agreement taken by the Representatives will be binding upon all the Underwriters. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original but all

such counterparts shall together constitute one and the same Agreement. 16. Applicable Law; Submission to Jurisdiction.

(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE

STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(b) Each of the parties hereto hereby submits to the exclusive jurisdiction of the United States District Court for the Southern

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

[Remainder of Page Intentionally Left Blank]

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If the foregoing is in accordance with the Representatives’ understanding of our agreement, kindly sign and return to each of the Company and

AHFC one of the counterparts hereof, whereupon it will become a binding agreement between the Company, AHFC and the several Underwriters in accordance with its terms.

Very truly yours,

AMERICAN HONDA RECEIVABLES LLC By: Name: Title: AMERICAN HONDA FINANCE CORPORATION By: Name: Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written:

[___________], acting on behalf of itself and as a Representative of the several Underwriters

[___________], acting on behalf of itself and as a Representative of the several Underwriters

By: Name: Title:

By: Name: Title:

Schedule A

Underwriters Class A-1 Notes Class A-2 Notes Class A-3 Notes Class A-4 Notes[____________] $[____________] $[____________] $[____________] $[____________][____________] $[____________] $[____________] $[____________] $[____________][____________] $[____________] $[____________] $[____________] $[____________][____________] $[____________] $[____________] $[____________] $[____________][____________] $[____________] $[____________] $[____________] $[____________][____________] $[____________] $[____________] $[____________] $[____________][____________] $[____________] $[____________] $[____________] $[____________]Total $[____________] $[____________] $[____________] $[____________]

Schedule A-1

Exhibit 3.1

CERTIFICATE OF FORMATION

OF

AMERICAN HONDA RECEIVABLES LLC

This Certificate of Formation of American Honda Receivables LLC (the “Company”), dated as of March 16, 2011, is duly executed and filed to form a

limited liability company in accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-201, et seq.).

1. Name. The name of the limited liability company is American Honda Receivables LLC.

2. Registered Office. The address of its registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.

3. Registered Agent. The name and address of its registered agent for service of process in the State of Delaware is The Corporation TrustCompany, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of American Honda Receivables LLC as of the 16th day ofMarch, 2011.

/s/ Paul C. Honda Paul C. Honda Authorized Person

Exhibit 3.2

LIMITED LIABILITY COMPANY AGREEMENT OF

AMERICAN HONDA RECEIVABLES LLC

This Limited Liability Company Agreement (together with the exhibits attached hereto, as amended, restated, supplemented or otherwise modified fromtime to time, this “Agreement”) of American Honda Receivables LLC, a Delaware limited liability company (the “Company”), dated March 28, 2011, is entered into by and among American Honda Finance Corporation, a California corporation, as the sole equity member (“AHFC” or the “Member”), and Raziur Rahman and Diana Urrego as Independent Managers (as such term is defined in Section 7.16 hereto).

WHEREAS, the Company is hereby formed upon the filing of its Certificate of Formation in the form attached hereto as Exhibit A with the Secretary of State of the State of Delaware on March 16, 2011 and the execution of this Agreement by the parties hereto. The existence of the Company as a separate legalentity shall continue until cancellation of the Certificate of Formation as provided in the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.), as amended from time to time (the “Act”). This Agreement shall become effective as of the date specified in the first paragraph hereof.

NOW, THEREFORE, in consideration of the agreements and obligations set forth herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, AHFC, intending to be legally bound, agrees to continue the Company in accordance with the Act and subject tothe terms and provisions of this Agreement.

ARTICLE ONE DEFINITIONS

Section 1.01. Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) “Act” means the Delaware Limited Liability Company Act, as codified in Title 6 of the Delaware Code §§ 18-101 et seq., as amended from

time to time.

(b) “Affiliate” shall have the meaning set forth in Section 7.16.

(c) “Agreement” means this Limited Liability Company Agreement of the Company, as it may be amended, restated or supplemented from time totime.

(d) “Bankruptcy” means, with respect to any Person, (A) if such Person (i) makes an assignment for the benefit of creditors, (ii) files a voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or has entered against it an order for relief, in any bankruptcy or insolvency proceedings, (iv) filesa petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or similar relief under any statute, law orregulation, (v) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding of this nature,or (vi) seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, or (B)if 120 days after the commencement of any proceeding against the Person seeking reorganization, arrangement, composition, readjustment, liquidation or similarrelief under any statute, law or regulation, if the proceeding has not been dismissed, or if within 90 days after the appointment without such Person's consent oracquiescence of a trustee, receiver or liquidator of such Person or of all or any substantial part of its properties, the appointment is not vacated or stayed, or within90 days after the expiration of any such stay, the appointment is not vacated. The foregoing definition of "Bankruptcy" is intended to replace and shall supersedeand replace the definition of "Bankruptcy" set forth in Sections 18-101(1) and 18-304 of the Act.

(e) “Basic Documents” shall mean any sale and servicing agreement, pooling and servicing agreement, indenture, trust agreement, receivables

purchase agreement, administration agreement, swap agreement, credit support agreement, custodial agreement, control agreement, note depositary agreement,note purchase agreement, underwriting agreement, registration statement, including a prospectus and forms of prospectus supplements relating to the Securitiesand any and all other documents or agreements relating to the issuance of Notes and Certificates, including all documents and certificates delivered in connectionwith such agreements, as such agreements may be amended from time to time.

(f) “Board” shall have the meaning set forth in Section 7.01.

(g) “Capital Contributions” means the amount of all cash, money, and notes payable on demand and the agreed upon value of other property orservices contributed by the Member to the Company.

(h) “Certificates” shall have the meaning set forth in Section 3.02.

(i) “Certificate of Formation” means the Certificate of Formation of the Company, including any restatements thereof or amendments thereto,which are filed with the Secretary of State.

(j) “Code” means the Internal Revenue Code of 1986, as amended from time to time, the provisions of succeeding law, and to the extentapplicable, the Regulations thereto.

(k) “Company” means American Honda Receivables LLC, a Delaware limited liability company.

(l) “Control” shall have the meaning set forth in Section 7.16.

(m) “Covered Person” shall have the meaning set forth in Section 11.03.

(n) “Fiscal Year” means the taxable year of the Member.

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(o) “Independent Manager” shall have the meaning set forth in Section 7.16.

(p) “Managers” means such Persons that may be designated from time to time by the Member as managers of the Company to perform such

functions for the Company as may be determined from time to time by the Member and for such term as shall be determined by the Member, each in suchPerson’s capacity as a manager of the Company. A Manager shall be deemed to be a “manager” of the Company within the meaning of the Act.

(q) “Member Account” shall have the meaning set forth in Section 10.01.

(r) “Member” means each Person who (i) is an initial signatory to this Agreement as a member of the Company, or (ii) has been admitted to theCompany as a Member in accordance with this Agreement or is an assignee who has been admitted as a Member in accordance with this Agreement and (iii) hasnot ceased to be a Member pursuant to this Agreement or the Act, each in its capacity as a member of the Company; provided, however, the term “member” shall not include the Special Members.

(s) “NRSRO” means any nationally recognized statistical ratings organization as defined in the Securities Exchange Act of 1934, as amended.

(t) “Notes” shall have the meaning set forth in Section 3.02.

(u) “Officers” means such Persons that may be designated from time to time by the Board as officers of the Company to perform such functions for the Company as may be determined from time to time by the Board and for such term as shall be determined by the Board pursuant to Article Eight of thisAgreement.

(v) “Permitted Merger” shall have the meaning set forth in Section 3.01.

(w) “Permitted Transactions” shall have the meaning set forth in Section 3.02.

(x) “Person” shall have the meaning set forth in Section 7.16.

(y) “Rating Agency” shall mean any NRSRO which has been requested by the Company or its Affiliates to rate one or more outstanding classesof Securities and which is at the relevant time rating such class or classes of securities.

(z) “Receivables” shall have the meaning set forth in Section 3.02.

(aa) “Secretary of State” means the Secretary of State of the State of Delaware.

(bb) “Securities” shall have the meaning set forth in Section 3.02.

(cc) “Special Member” means, upon such person's admission to the Company as a member of the Company pursuant to Section 13.06, a person acting as Independent Manager, in such person's capacity as a member of the Company. A Special Member shall only have the rights and duties expressly setforth in this Agreement.

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(dd) “Subsidiary” shall have the meaning set forth in Section 7.16.

(ee) “Trust” shall have the meaning set forth in Section 3.02.

Section 1.02. Other Definitional Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context

otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include allExhibits hereto, (iii) references to words such as “herein” and “hereof” shall refer to this Agreement as a whole and not to any particular part, Article or Section hereof, (iv) references to an Article or Section such as “Article One” or “Section 1.01” shall refer to the applicable Article or Section of this Agreement, (v) the term “include” and all variations thereof sha ll mean “include without limitation”, (vi) the term “or” shall include “and/or.”

ARTICLE TWO ORGANIZATION OF COMPANY

Section 2.01. Principal Business Office. The principal business office of the Company shall be located at 20800 Madrona Avenue, Torrance, California

90503 or such other location as may hereafter be determined by the Member.

Section 2.02. Name, Office and Registered Agent for Purposes of Service of Process. The name of the Company shall be American Honda Receivables LLC, and its registered office, and initial registered agent for purposes of service of process, in Delaware shall be c/o The Corporation Trust Company, 1209Orange Street, Wilmington, Delaware 19801, or such other place or agent as the Board may determine from time to time in accordance with the Act.

Section 2.03. Execution, Delivery and Filing of Certificate. Paul C. Honda is hereby designated as an “authorized person” within the meaning of the Act, and has executed, delivered and filed the Certificate of Formation of the Company with the Secretary of State on March 16, 2011. Upon the filing of theCertificate of Formation with the Secretary of State, his powers as an “authorized person” ceased, and the Member became the designated “authorized person”and shall continue as the designated “authorized person” within the meaning of the Act. The Member shall execute, deliver and file any other certificates (andany amendments and/or restatements thereof) necessary for the Company to qualify to d o business in any jurisdiction in which the Company may wish toconduct business.

ARTICLE THREE PURPOSES

Section 3.01. Purposes. Subject to Section 3.02 below, the purpose of the Company is to engage in any lawful act or activity for which a limited

liability company may be organized under the Act including but not limited to merging with American Honda Receivables Corp. (“AHRC”), a California corporation (the “Permitted Merger”).

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Section 3.02. Limitations on Purposes. Notwithstanding Section 3.01 above, the purpose of the Company is limited to the following purposes and

activities incident and necessary or convenient to accomplish the following purposes:

(a) (i) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, receivables arising out of or relating to thefinancing or sale of new or used motor vehicles, including automobiles, motorcycles, light duty trucks and recreational vehicles, monies due thereunder, securityinterests in the motor vehicles financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, the “Receivables”) and transfer to, and/or act as depositor with respect to, one or more trusts (collectively, the “Trusts”); (ii) to acquire, dispose of, authorize, i ssue, sell and deliver one or more series of obligations, consisting of one or more classes of certificates (“Certificates”) or notes (“Notes”) or other evidences of indebtedness(collectively, together with the Certificates and the Notes, the “Securities”) that are collateralized by or evidence an interest in the Receivables; and (iii) tonegotiate, authorize, execute, deliver and assume the obligations of any agreement relating to the activities set forth in clauses (i) and (ii) above, including but notlimited to any Basic Document and any assignment and assumption agreement deemed desirable to facilitate the Permitted Merger, and to engage in any lawfulactivity which is incidental to the activities contemplated by any such agreement.

(b) The Company is hereby authorized, by or through any Manager or any Officer on behalf of the Company, to execute, deliver and perform theBasic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote orapproval of any other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be deemed a restriction on the powersof any Manager or any Officer to enter into other agreements on behalf of the Company in accordance with this Agreement. Further, the Company shall have thepower and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to accomplish or for the furtherance of thepurposes set forth in this Section (such business activities and transactions specified in this Section 3.02 collectively referred to hereinafter as “Permitted Transactions”).

(c) Notwithstanding any other provision of this Agreement (including Section 4.01) and without the need for any further act, vote or approval ofany Person, (a) the Company is hereby authorized to merge with AHRC, with the Company as the surviving entity in such merger; and (b) the Company is herebyauthorized to execute, deliver and perform, and any Manager or any Officer, acting individually, on behalf of the Company, is hereby authorized to execute,deliver and file (if necessary or desirable), all documents, agreements and certificates that such Manager or Officer determines are necessary, appropriate, proper,advisable, incidental or convenient to consummate the Permitted Merger (including, without limitation, any merger agreement and any certificate of merger (as an authorized person of the Company within the meaning of the Act)), and any other documents, agreements or certificates contemplated thereby or related theretowith respect to the Permitted Merger (all with such terms and conditions as such Manager or Officer shall approve; its approval to be conclusively, but notexclusively, evidenced by its execution of any such documents, agreements or certificates). The foregoing authorization shall not be deemed a restriction on thepowers of any Manager or Officer to enter into other agreements on behalf of the Company in accordance with this Agreement.

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ARTICLE FOUR

CONDUCT OF BUSINESS

Section 4.01. Conduct of Business.

(a) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shallnot, without 10 days notice to each Rating Agency, during which time no Rating Agency shall have notified the Company that such action might or would resultin the qualification, reduction or withdrawal of the ratings it has currently assigned to any outstanding Securities, do any of the following;

(i) create, incur or assume any indebtedness or issue any security or sell or transfer any receivables (including the Receivables) to a Trustor other Person which issues a security in respect of any such receivables unless the debt holders thereof (A) agree or are deemed to have agreed that thedebt, liabilities and obligations incurred, contracted for or otherwise existing with respect to such indebtedness shall be enforceable against the assetssecuring or collateralizing such indebtedness or security only, and not against the assets of the Company generally or against any other assets securing orcollateralizing any other indebtedness or security of the Company, and (B) agree or are deemed to have agreed that to the extent such debt holders aredeemed to have any interest in the assets the Company generally or any other assets collateralizing or securing any other indebtedness or security of theCompany, their interest in those assets will be subordinate to claims or rights of such other debt holders to those assets and, further, that such agreementwill constitute a subordination agreement for purposes of 510(a) of the Bankruptcy Code;

(ii) so long as any outstanding debt of the Company or Securities are rated by a Rating Agency, the Company shall not issue notes or

otherwise borrow money unless (A) such debt is rated by the Rating Agency the same or higher than the rating afforded such rated debt or Securities, or(B) such notes or borrowings are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debtand/or Securities), provided, however, that with respect to both (A) and (B) the Company shall not issue notes or otherwise borrow money unless suchnotes or borrowings are (i) nonrecourse against any assets of the Company other than the assets pledged to secure such notes or borrowings and (ii) doesnot constitute a claim against the Company i f cash flow from the assets securing or collateralizing such indebtedness or security is insufficient to repaythe debt, and in the event such indebtedness or security is deemed to constitute a claim against the Company generally or against any other assetssecuring or collateralizing any other indebtedness or security of the Company, such claim shall be subordinate to the claims of such other indebtednessor security to which those assets relates;

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(iii) become or remain liable, directly or contingently, in connection with any indebtedness or other liability of any other Person, whether

by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement topurchase, agreement to supply or advance funds, or otherwise, except in connection with Permitted Transactions;

(iv) enter into any transaction or merger or consolidation with or into any other entity, or convey its properties and assets substantially as

an entirety to any entity, other than with respect to the Permitted Merger or a Permitted Transaction, unless (A) the entity (if other than the Company)formed as a result of or surviving such consolidation or merger, or which acquires the properties and assets of the Company expressly assumes all of theCompany’s obligations under the Basic Documents and (iii) is governed under a charter document containing provisions substantially identical to theprovisions of 3.02 and 4.01 of this Agreement; (B) the Rating Agencies under the Basic Documents shall have received at least 10 days prior notice ofany such merger, consolidat ion or sale of the assets during which time no Ratings Agency shall have notified the Company that such action might orwould result in the qualification, reduction or withdrawal of the ratings it has currently assigned to any outstanding Securities (C) such merger,consolidation or sale of assets will not conflict with any provisions of the Certificate of Formation; and (D) immediately after giving effect to suchmerger, consolidation or sale of assets, no default or event of default by or relating to the Company shall have occurred and be continuing under anymaterial agreement to which the Company is a party;

(v) become party to, or permit any of its properties to be bound by, any indenture, mortgage, instrument, contract, agreement, lease or

other undertaking, with the exception of the Basic Documents or any other documents relating to a Permitted Transaction; and

(vi) amend, modify, alter, change or repeal any provision of Section 3.02 or 4.01 of this Agreement.

(b) The Company shall at all times:

(i) observe all limited liability company procedures required by this Agreement and such others, if any, as may be from time to timerequired by the Act;

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(ii) ensure that (x) the business and affairs of the Company are managed by or under the direction of the Board, (y) the Board shall have

duly authorized all actions requiring such authorization and, (z) when required by law or by this Agreement, the Company shall have obtained the properauthorization for action from its Member;

(iii) maintain the Company’s books, financial statements, accounting records and other limited liability company documents and records

separate from those of the Member, any Affiliate thereof or any other entity;

(iv) not commingle the Company’s assets with those of the Member or any Affiliate thereof except as contemplated in the BasicDocuments, and all such assets will be maintained so that such assets are readily identifiable assets of the Company and not those of any other Person;

(v) maintain its bank accounts, books of account and payroll (if any) separate from those of its Affiliates, the Member or any of the

Member’s Affiliates or any other Person; and ensure that its funds and other assets shall at all times be readily distinguishable from the funds and otherassets of its Affiliates, the Member and any of the Member’s Affiliates or any other Person or entity;

(vi) act solely in its own name and through its own Managers and agents so as not to mislead others as to its identity or the identity of any

Affiliate and correct any known misunderstanding regarding its separate identity, and conduct all oral and written communications of the Company,including without limitation letters, invoices, contracts, statements and applications solely in the name of the Company;

(vii) not hold itself out as being liable for the debts of another and separately manage its liabilities from those of the Member or any

Affiliate thereof and pay its own liabilities, including all administrative expenses, from its own separate assets, provided that the Member or any Affiliatethereof may pay certain of the organizational costs of the Company, and the Company shall reimburse the Member or any such Affiliate for its allocableportion of shared expenses paid by the Member or such Affiliate, and provided, further, that the Member may pay fees and expenses and indemnifyparties pursuant to Section 4.01(d);

(viii) maintain an arm’s length relationship with any Affiliates;

(ix) not create, incur or assume any indebtedness or issue any security or sell or transfer any receivables (including the Receivables) to a

Trust or other Person which issues a security in respect of any such receivables unless the debt holders thereof agree or are deemed to have agreed to notfile or join in filing any involuntary bankruptcy petition against the Company prior to the end of the period that is one year and one day after all of thedebt of the Company and all of the debt issued through the Trusts is paid in full and agree they will not cooperate with or encourage others to file aninvoluntary bankruptcy petition against the Company during the same period;

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(x) to the fullest extent permitted by law, operate in such a manner that it would not be substantively consolidated for purpose of

applicable bankruptcy laws with any other entity;

(xi) have a sufficient number of Managers and any other authorized agents to manage its operations;

(xii) maintain adequate capital in light of its contemplated business operations;

(xiii) pay the salaries of its own employees and its expenses, if any;

(xiv) not guarantee or become obligated for the debts of any other entity or hold out its credit as being available to satisfy the obligationsof others, nor permit the Member or any of its other Affiliates to guarantee or become obligated for any of the Company’s debts or hold out its credit as being available to satisfy any of the Company’s obligations;

(xv) use separate stationery, invoices and checks;

(xvi) except as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person or make loans or advances

to any Person nor permit any other Person to pledge its assets for the benefit of the Company or to make any loans or advances to the Company;

(xvii) not acquire obligations or securities of the Member or any of its Affiliates, except as contemplated by the Basic Documents; and

(xviii) hold itself out to the public and all other Persons as a legal entity separate from the Member and any other Person.

(c) The Company shall abide by all limited liability company formalities, including the maintenance of current minute books, and the Companyshall cause its financial statements to be prepared in a manner that indicates the separate existence of the Company and its assets and liabilities. The Companyshall not assume the liabilities of the Member or any Affiliate thereof, and shall not guarantee the liabilities of the Member or any Affiliate thereof. The Board ofthe Company shall make decisions with respect to the business and operations of the Company independent of, and not dictated by, the Member or any Affiliatethereof.

(d) Notwithstanding any provision in this Agreement to the contrary, the Member in its own capacity, to the fullest extent permitted by law, (i)may pay fees and expenses of and indemnify trustees relating to the Trusts and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale orother Person performing similar functions in connection with the issuance of any Securities.

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ARTICLE FIVE

BANKRUPTCY OR INSOLVENCY RELATED PROVISIONS

Section 5.01. Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not engagein any business or activity other than as set forth in this Agreement.

Section 5.02. Unanimous Vote Required. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowersthe Company, the Member, the Board, any Officer or any other Person, the Company and the Member, the Board, any Officer or any other Person shall not beauthorized or empowered, nor shall they permit the Company, without the prior affirmative vote of 100% of the Managers of the Company, including theIndependent Managers, to do any of the following:

(a) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets, or acquire all or substantially allof the assets, capital stock or other ownership interest of any other corporation, company or entity, except for the Permitted Merger, the acquisition of theReceivables of AHFC and the sale of Receivables to one or more Trusts in accordance with the terms of Article Three herein, on which there shall be norestriction;

(b) to the fullest extent permitted by applicable law, dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt orinsolvent,

(c) consent to the institution of bankruptcy or insolvency proceedings against it,

(d) file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief under any applicable federal or statelaw relating to bankruptcy,

(e) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial partof its property,

(f) make a general assignment for the benefit of creditors,

(g) admit in writing its inability to pay its debts generally as they become due, or

(h) take any action in furtherance of the actions set forth in clauses (a) through (g) of this Section; provided, however, that the Managers may notvote on, or authorize the taking of, any of the actions set forth in clauses (a) through (g) of this Section, unless there are at least two (2) Independent Managersthen serving in such capacity.

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Section 5.03. Waiver of Right to Reject Executory Contract. To the extent that this Agreement or any provision thereof is deemed by any court to be an

executory contract, the Member hereby waives, to the fullest extent permissible by law, any right to reject any term of this Agreement in any bankruptcyproceeding.

Section 5.04. Amendment of Bankruptcy Related Provisions. None of the provisions of this Article shall be amended, altered or repealed without thewritten consent of 100% of the Board, including the Independent Managers, and 10 days notice to each Rating Agency during which time no Rating Agency shallhave notified the Company that such action might or would result in the qualification, reduction or withdrawal of the ratings it has currently assigned to anyoutstanding Securities.

ARTICLE SIX CAPITAL CONTRIBUTIONS; BORROWINGS

Section 6.01. Admission and Initial Contributions of Member. AHFC shall be admitted as a member of the Company at the time it (i) executes this

Agreement or a counterpart signature page to this Agreement and (ii) is listed as a Member on Exhibit B attached hereto. The Member made the CapitalContribution set forth next to its name in Exhibit B upon the formation of the Company. No interest shall accrue on any Capital Contribution made to theCompany.

Section 6.02. Additional Contributions. The Member is not required to make any additional capital contributions to the Company. The provisions ofthis Agreement, including this Section, are intended solely to benefit the Member and, to the fullest extent permitted by law, shall not be construed as conferringany benefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and to the fullest extent permitted by law, no Member shall have any duty or obligation to any creditor of the Company to make any contribution to the Company or to issue any call forcapital pursuant to this Agreement.

Section 6.03. Resignations or Transfers. The Member shall not be entitled to be repaid any portion of its Member Account or resign from the Companyor transfer its limited liability company interest in the Company without the consent of the Board or as otherwise provided in this Agreement. In the event of theMember’s resignation from the Company or transfer of its limited liability company interest in the Company, the Member shall, pursuant to the terms of thisAgreement, designate a successor Member. Where such successor Member is not an Affiliate, admission shall be subject to the conditions set forth in Section6.04. The Company shall notify each Rating Agency of any transfer of limited liability company interests or resignation of the Member. The Member’s resignation or transfer shall become effective upon the admission of a successor Member.

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Notwithstanding anything in this Agreement to the contrary, any successor to the Member by merger or consolidation in compliance with the Basic

Documents shall, without further act, be the Member hereunder, and such merger or consolidation shall not constitute an assignment for purposes of thisAgreement and the Company shall continue without dissolution.

Section 6.04. Additional Members. Additional Members may be admitted to the Company as Members of the Company with the written consent of the Member, ratification of 100% of the Board, including the Independent Managers and with prior written notice to each Rating Agency. The rights of any suchadditional Member shall be specified in an amendment or supplement to this Agreement executed by each current member. No other additional Members shall beadmitted to the Company other than in accordance with the express terms of this Agreement.

ARTICLE SEVEN MANAGEMENT

Section 7.01. Board of Managers. Subject to the limitations contained in this Agreement and the Act, the business and affairs of the Company shall be

managed by or under the direction of a Board of Managers (the “Board”) designated by the Member.

Section 7.02. Powers of the Board. The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority,on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions ofthis Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

Section 7.03. Number. The authorized number of Managers of the Company shall be five, at least two of which shall be Independent Managers asdefined in Section 7.16. The authorized number of Managers may be increased or decreased from time to time by the Board to a number not less than three normore than seven, subject to the limitations contained in Sections 7.15 and 7.16.

Section 7.04. Election and Tenure of Office. Each Manager shall hold office until the expiration of the term for which appointed by the Member and until a successor is designated and qualified or until such Manager’s death, resignation or removal.

Section 7.05. Vacancies. Subject to Sections 7.15 and 7.16 of this Agreement, vacancies on the Board may be filled by the Member. The Member mayat any time designate a Manager to fill any vacancy, and may designate additional Managers up to the numbers set forth in Section 7.03 and beyond that uponamendment of this Agreement to provide for additional Managers. A vacancy or vacancies shall be deemed to exist in case of the death, incapacity, resignation orremoval of any Manager, or if the Board shall increase the authorized number of Managers.

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Subject to Sections 7.15 and 7.16 of this Agreement, if the Board accepts the resignation of a Manager tendered to take effect at a future time, the

Member shall have power to designate a successor to take office when the resignation becomes effective.

No reduction of the number of authorized Managers shall have the effect of removing any Manager prior to the expiration of his or her term of office.

Section 7.06. Removal of Managers. Subject to Sections 7.15 and 7.16 of this Agreement, the entire Board or any individual Manager may be removedfrom office by the Member, pursuant to the terms of this Agreement.

Section 7.07. Place of Meetings. Meetings of the Board shall be held at such place as may be designated for that purpose from time to time by thePresident. Managers of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment permittingall persons participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. Anymeeting shall be valid, wherever held, if held with the written consent of such Managers of the Board necessary to approve such action, given either before orafter the meeting and filed in the Company’s records.

Section 7.08. Annual Meeting. The Board shall conduct an annual meeting, to be held following notice by the President.

Section 7.09. Special Meetings – Notice. Special meetings of the Board for any purpose may be called at any time by the President or by any twoManagers. Special meetings of the Board shall be held upon four days’ written notice or 48 hours notice given personally or by telephone, e-mail, facsimile or other similar means of communication. Any such written notice shall be addressed or delivered to each Manager at such Manager’s address as it is shown upon the records of the Company or may have been given to the Company by the Manager for purposes of notice or, if such address is not shown on records or is notreadily ascertainable, at the place in which the meetings of the Board are regularly held.

Written notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Anypersonal notice shall be deemed to have been given at the time it is personally delivered to the recipient. Written notice by e-mail shall be deemed to have beengiven at the time it is actually transmitted by the person giving the notice by e-mail to the recipient.

Section 7.10. Waiver. Notice of a meeting need not be given to any Manager who signs a waiver of notice or a consent to holding the meeting or anapproval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the insufficiency of notice to such Manager atits commencement. All such waivers, consents and approvals shall be filed with the Company’s records or made a part of the minutes of the meeting.

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Section 7.11. Written Consent. Any action required or permitted to be taken by the Board may be taken without a meeting if such Managers necessary

to approve such action pursuant to the terms of this Agreement shall individually or collectively consent in writing to such action. Such written consent orconsents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a vote of suchManagers. Any certificate or other document filed which relates to action so taken shall state that the action was taken by the written consent of the Board withouta meeting and that this Agreement authorizes the Managers to so act. Such statement shall be the prima facie evidence of such authority . Except as otherwiseexpressly provided in this Agreement, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Managers(excluding the Independent Managers) provide written consent.

Section 7.12. Notice of Adjournment. Notice of the time and place of holding an adjourned meeting need not be given to absent Managers if the timeand place be fixed at the meeting adjourned.

Section 7.13. Quorum. A majority of the authorized number of Managers as fixed in accordance with this Agreement shall be necessary to constitute aquorum for the transaction of business, and, subject to the provisions of this Agreement (including those that specify that approval by Independent Managers isrequired with respect to certain actions), the action of a majority of the Managers present at any meeting at which there is a quorum, when duly assembled, isvalid as an act of the Company.

Section 7.14. Fees and Compensation. Managers and Officers may receive such compensation and fees, if any, for their services, and suchreimbursement for expenses, as may be determined by resolution of the Board.

Section 7.15. Independent Managers. Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at leasttwo individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Sectionshall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendmentprovided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, i n acting or otherwisevoting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to theMember and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of theMember, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the IndependentManagers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminatethe implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (includingfiduciary duties), unles s the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager,and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the eventof a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power andauthority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in thisAgreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee inbankruptcy for any Affiliate of the Company.

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Section 7.16. Definitions of Certain Terms Used in Section 7.15. The following terms shall have the meanings set forth in this Section:

(i) An “Independent Manager” shall be an individual who: (A) is not and has not been employed by AHFC or any of its subsidiaries (with

the exception to any members of the Board of AHRC immediately prior to the Permitted Merger) or affiliates as a director, officer or employee withinthe five years immediately prior to such individual’s appointment as an Independent Manager, (B) is not (and is not affiliated with a company or a firmthat is) a significant advisor or consultant to AHFC or any of its subsidiaries and affiliates; (C) is not affiliated with a significant customer or supplier ofAHFC or any of its subsidiaries or affiliates; (D) is not affiliated with a company of which AHFC or any of its subsidiaries and affiliates is a significantcustomer or supplier; (E) does not have significant personal services contract(s) with AHFC or any of its subsidiaries or affiliates; (F) is not affiliatedwith a tax-exempt entity that receives significant contributions from AHFC or any of its subsidiaries or affiliates; (G) is not the beneficial owner at thetime of such individual’s appointment as an Independent Manager, or any time thereafter while serving as an Independent Manager, of such number ofshares of any classes of common stock of AHFC or any of its subsidiaries or affiliates the value of which constitutes more than 5% of such individual’s net worth; and (H) is not a spouse, parent, sibling or child of any person described by (A) through (G).

(ii) An “affiliate” of a person, or a person “affiliated with,” a specified person, shall mean a person that directly, or indirectly through one

or more intermediaries, controls, or is controlled by, or is under common control with, the specified person.

(iii) The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of votingsecurities, by contract, or otherwise; provided, however, that a person shall not be deemed to control another person solely because he or she is a directorof such other person.

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(iv) The term “person” shall mean any individual, partnership, firm, corporation, association, trust, unincorporated organization or other

entity, as well as any syndicate or group deemed to be a person pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, ascurrently in effect.

(v) A “subsidiary” of AHFC shall mean any corporation a majority of the voting stock of which is owned, directly or indirectly, through

one or more other subsidiaries, by AHFC.

(vi) A person shall be deemed to be, or to be affiliated with, a company or firm that is a “significant advisor” or “consultant” to AHFC or any of its subsidiaries or affiliates” if he, she or it, as the case may be, received or would receive fees or similar compensation from AHFC or any of its subsidiaries or affiliates in excess of the lesser of (A) 3% of the consolidated gross revenues which AHFC and its subsidiaries received for the sale oftheir products and services during the last fiscal year of AHFC; (B) 5% of the gross revenues of the person during the last calendar year, if such person isa self-employed individual, and (C) 5% of the consolidated gross revenues received by such company or firm for the sale of its products and serv icesduring its last fiscal year, if the person is a company or firm; provided, however, that director’s fees and expense reimbursements shall not be included inthe gross revenues of an individual for purposes of this determination.

(vii) A “significant customer” of AHFC or any of its subsidiaries or affiliates” shall mean a customer from which AHFC and any of its

subsidiaries or affiliates collectively in the last fiscal year of AHFC received payment in consideration for the products and services of AHFC and itssubsidiaries or affiliates which are in excess of 3% of the consolidated gross revenues of AHFC and its subsidiaries during such fiscal year.

(viii) A “significant supplier” of AHFC or any of its subsidiaries or affiliates” shall mean a supplier to which AHFC and any of its

subsidiaries or affiliates collectively in the last fiscal year of AHFC made payments in consideration for the supplier’s products and services in excess of3% of the consolidated gross revenues of AHFC and its subsidiaries during such fiscal year.

(ix) AHFC or any of its subsidiaries and affiliates shall be deemed a “significant customer” of a company if AHFC and any of its

subsidiaries and affiliates collectively were the direct source during such company’s last fiscal year of in excess of 5% of the gross revenues which such company received for the sale of its products and services during such fiscal year.

(x) AHFC or any of its subsidiaries and affiliates shall be deemed a “significant supplier” of a company if AHFC and any of its

subsidiaries and affiliates collectively received in such company’s last fiscal year payments from such company in excess of 5% of the gross revenueswhich such company received during such fiscal year for the sale of its products and services.

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Section 7.17. Amendment of Independent Manager Definition. So long as any Securities are outstanding, the definition of “Independent Manager” and

Sections 7.15 and 7.16 of this Agreement shall not be amended, altered, changed or repealed without the written consent of 100% of the Board (including theIndependent Managers) with notice of such amendment provided promptly to each Rating Agency.

ARTICLE EIGHT OFFICERS

Section 8.01. Officers. The Officers of the Company shall be a president, a secretary and a chief financial officer/treasurer, which officers shall be

elected by, and hold office at the pleasure of, the Board. The Company may also have, at the discretion of the Board, a Chairman of the Board, one or more vicepresidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be appointed in accordance with the provisions of thisAgreement.

Section 8.02. Election of Officers. After their election the Managers shall meet and organize by electing a President from their own number, a Secretaryand a Treasurer, and any other officers determined to be necessary by the Board, who may, but need not, be Managers. Any two or more of such offices, exceptthose of President and Secretary, may be held by the same person.

Section 8.03. Tenure of Office. The tenure of office of all the officers of the Company shall be fixed by the Board.

Section 8.04. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board at any regular or special meeting or byany officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice to the Board or to the President, or to the Secretary of the Company. Any such resignationshall take effect on the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

Section 8.05. Vacancies. A vacancy in any office because of death, incapacity, resignation, removal, disqualification or other cause shall be filled in themanner prescribed in this Agreement for regular appointment to such office.

Section 8.06. Chairman of the Board and President.

(a) Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board, andexercise and perform such other powers and duties as may from time to time be assigned to him by the Board as prescribed by this Agreement.

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(b) President. The President shall be the chief executive officer of the Company and shall, subject to the control of the Board, have general

supervision, direction and control of the business affairs of the Company. In the absence of the Chairman of the Board, he or she shall preside at all meetings ofthe Board. He or she shall be ex officio, a member of all the standing committees, including the executive committee, if any, and shall have the general powersand duties as may be prescribed by the Board or this Agreement.

Section 8.07. Vice Presidents.

(a) Senior Vice Presidents. The Senior Vice Presidents, if any, shall be the deputy chief executive officers of the Company and shall exercise suchauthority over the activities of the Company as prescribed by the President. In the absence or disability of the President, they shall, in the order designated by thePresident or the Board, perform the duties and exercise the powers of the President.

(b) Vice Presidents. The Vice Presidents, if any, shall exercise authority over the activities of their assigned area of responsibility as prescribed bythe President and under the overall direction and control of the President or Senior Vice Presidents.

Section 8.08. Secretary. The Secretary shall keep, or cause to be kept, a book of minutes, including records of all Board actions, at the principal officeor such other place as the Board may order, of all meetings of the Board, with the time and place of holding, whether regular or special, and if special, howauthorized, the notice thereof given, the names of those present at Managers’ meetings, and the proceedings thereof.

The Secretary shall give, or cause to be given, notice of all the meetings of the Board required by this Agreement or by law to be given, and shall havesuch other powers and perform such other duties as may be prescribed by the Board or this Agreement.

Section 8.09. Treasurer. The Treasurer shall receive and keep, or cause to be kept, all the funds of the Company, and in accordance with this Agreement, distribute cash to the Member or make any such payments as may be authorized by the Board.

Section 8.10. Assistants. Any Assistant Secretary or Assistant Treasurer, respectively, may exercise any of the powers of Secretary or Treasurer,respectively, as provided in this Agreement or as directed by the Board, and shall perform such other duties as are imposed upon them by this Agreement or theBoard.

Section 8.11. Subordinate Officers. The Board may from time to time appoint such subordinate officers or agents as the business of the Company mayrequire, and fix their tenure of office.

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ARTICLE NINE

EXECUTIVE AND OTHER COMMITTEES

Section 9.01. Executive and Other Committees. The Board may designate an executive committee, and such other committees as may be necessary from time to time, each consisting of two or more Managers and with such powers as it may designate, consistent with this Agreement and the Act. Suchcommittees shall hold office at the pleasure of the Board.

ARTICLE TEN MEMBER ACCOUNT; DISTRIBUTIONS

Section 10.01. Member Account. A member account shall be maintained for the Member (a “Member Account”), into which any funds received by the

Company shall be deposited.

Section 10.02. Distributions.

(a) The Company shall distribute to the Member such sums as the Board determines to be available for distribution and appropriate for distributionand not required to provide for current or anticipated Company needs. All distributions shall be made to the Member.

(b) No distributions shall be declared and paid unless, after the distribution is made, the Company would be able to pay its debts as they becomedue in the usual course of business and the assets of the Company are in excess of the sum of the Company’s liabilities.

(c) Notwithstanding any other provision of this Agreement, the Company shall not be required to make a distribution to a Member on account ofits interest in the Company if such distribution would violate this Agreement, any Basic Documents, the Act or other applicable law.

ARTICLE ELEVEN EXCULPATION OF LIABILITY; INDEMNIFICATION

Section 11.01. Exculpation of Liability. To the fullest extent permissible under Delaware law, the debts, obligations and liabilities of the Company,

whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Manager or Officer shall beobligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, Manager or Officer of the Company.

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Section 11.02. Indemnification. Subject to the following sentences, the Company shall have the authority, to the maximum extent permitted by the Act

and other applicable law, and hereby does indemnify each of its Managers, Officers, employees and agents to the fullest extent permissible under Delaware lawand this Agreement. Subject to the preceding and following sentences, the Company shall indemnify its Officers and Managers against expenses, judgment, fines,settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was anOfficer or Manager of the Company, and shall advance to such Officer or Manager expenses incurred in defending any such proceeding to the maximum extentpermitted by law. Notwithstanding the foregoing, if the Company has outstanding any securities rated by a Rating Agency, the Company’s obligation to pay any amount as indemnification or as an advancement of expenses (other than amounts received from insurance policies) shall be fully subordinated to payment ofamounts then due on the rated securities and, in any case, (x) nonrecourse to any of the Company’s assets pledged to secure the rated securities, and (y) shall not constitute a claim against the Company to the extent that funds are insufficient to pay such amounts. For purposes of this section, an “Officer” or “Manager” of the Company shall mean any person who is an Officer or Manager of the Company, or is serving at the request of the Company as a director or officer of anothercorporation or other enterprise.

Section 11.03. Fiduciary Duties. To the extent that, at law or in equity, a Member, Manager, or agent of the Company or a director, officer, employee orAffiliate of such person (each, a “Covered Person”) has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any other CoveredPerson, a Covered Person acting under this Agreement shall not be liable to the Company or to the Member for its good faith reliance on the provisions of thisAgreement. The provisions of this Agreement, to the extent that they restrict or eliminate the duties and liabilities of a Covered Person otherwise existing at lawor in equity, are agreed by the Member to repla ce such other duties and liabilities of such Covered Person.

ARTICLE TWELVE CORPORATE RECORDS AND REPORTS – INSPECTION

Section 12.01. Records. The Company shall maintain adequate and correct accounts, books and records of its business and properties. All of such

books, records and accounts shall be kept at its principal place of business, as fixed by the Board from time to time. The Company shall maintain all recordsrequired pursuant to Section 18-305 of the Act at the Company’s principal place of business.

Section 12.02. Inspection of Books and Records. All books and records provided for in the appropriate sections of the Act shall be open to inspection ofthe Member and each Manager from time to time and in the manner provided in said sections of the Act.

Section 12.03. Certification and Inspection of Certificate of Formation and LLC Agreement. The original or a copy of the Company’s Certificate of Formation and this Agreement, as amended or otherwise altered to date, certified by the Secretary, shall be open to inspection by the Member and Managers ofthe Board of the Company, as provided for in the appropriate sections of the Act.

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Section 12.04. Checks, Drafts, etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the

name of or payable to the Company, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time byresolution of the Board.

Section 12.05. Contracts, etc. - How Executed. The Board, except as otherwise provided in this Agreement, may authorize any Officer or Officers,agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Company. Every contract, note, mortgage, lease, deed orother instrument or agreement executed by any Officer or Officers shall be conclusive evidence that at the time of execution the Company was then in existence,that this Agreement had not theretofore been terminated or amended (unless otherwise stated) in any manner and that the execution and delivery of suchinstrument was duly authorized by the Board. Such authority may be general or confined to specific instances. Unless so authorized by the Board, n o Officer,agent or employee shall have any power or authority to bind the Company by any contract or engagement, or to pledge its credit, or to render it liable for anypurpose or amount.

ARTICLE THIRTEEN TERM OF COMPANY

Section 13.01. Commencement. The term of the Company shall commence upon the filing of the Certificate of Formation with the Secretary of State.

Section 13.02. Duration. The term of the Company shall continue perpetually, unless the Company is dissolved in accordance with the provisions of

this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation in the manner required bythe Act.

Section 13.03. Dissolution. The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events: (i) uponunanimous written consent of the Member and 100% of the Managers, including the Independent Managers; (ii) the termination of the legal existence of the lastremaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of theCompany in the Company unless the Company is continued without dissolution in a manner permitted by this Agreement or the Act; or (iii) the entry of a decreeof judicial dissolution of the Company under §18-802 of the Act.

Upon the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company or that causes theMember to cease to be a member of the Company (other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of allof its limited liability company interest in the Company and the admission of the transferee pursuant to Sections 6.03 and 6.04, or (ii) the resignation of theMember and the admission of an additional member of the Company pursuant to Sections 6.03 and 6.04), to the fullest extent permitted by law, the personalrepresentative of such member is hereby authorized to, and shall, within 90 days after the occurrence of the event that terminated the continued membership ofsuch member in the Company, agree in writing (i) to continue the Company a nd (ii) to the admission of the personal representative or its nominee or designee, asthe case may be, as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of such member inthe Company.

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Section 13.04. Continuation of Company. The resignation, withdrawal, expulsion, insolvency or dissolution of the Member or the occurrence of any

event that terminates the continued membership of the Member shall not, in and of itself, cause the Company to be dissolved or its affairs to be wound up, andupon the occurrence of any such event, the Company shall, to the fullest extent permitted by law, be continued without dissolution as permitted by this Agreementand the Act. In the event the Member’s interest in the Company is terminated, provisions herein requiring the vote or consent of the Member shall no longerapply.

Section 13.05. Bankruptcy or Insolvency of Member. Notwithstanding any other provision of this Agreement, the Bankruptcy of the Member or aSpecial Member shall not cause the Member or a Special Member, respectively, to cease to be a member of the Company and upon the occurrence of such anevent, the business of the Company shall continue without dissolution.

Section 13.06. Admission of Special Member. Upon the occurrence of any event that causes the Member to cease to be a member of the Company(other than upon continuation of the Company without dissolution upon (i) an assignment by the Member of all of its limited liability company interest in theCompany and the admission of the transferee as a member of the Company, effective immediately prior to such transfer, or (ii) the resignation of the Member andthe admission of a successor member of the Company, effective immediately prior to such resignation), each person acting as an Independent Manager pursuantto Article Seven shall, without any action of any Person and simultaneously with the Member ceasing to be a member of the Company, automatically be adm ittedto the Company as a Special Member and shall continue the Company without dissolution. No Special Member may resign from the Company or transfer itsrights as Special Member unless (i) a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to thisAgreement, and (ii) such successor has also accepted its appointment as Independent Manager pursuant to Article Seven; provided, however, the SpecialMembers shall automatically cease to be members of the Company upon the admission to the Company of a substitute Member. Each Special Member shall be amember of the Company that has no interest in the assets and capital of the Company and has no right to receive any distributions of Company assets. EachSpecial Member shall be entitled to the benefits of the exculpation from liability and indemnification provisions contained in Article Eleven. Pursuant to Section18-301 of the Act, a Special Member shall not be required to make any capital contributions to the C ompany and shall not receive a limited liability companyinterest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of theAct, each Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to,the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company ofeach Special Member, each person acting as an Independent Manager pursuant to Article Seven shall execute a counterpart to this Agreement. Prior to itsadmission to the Company as Special Member, each person acting as an Independent Manager pursuant to Article Seven shall not be a member of the Company.

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ARTICLE FOURTEEN

APPLICATION OF ASSETS

Section 14.01. Application of Assets. Upon dissolution of the Company, the Company shall cease carrying on its business and affairs and shall commence winding up of the Company’s business and affairs and complete the winding up as soon as practicable. The Company’s affairs shall be concluded by the Managers. The assets of the Company may be liquidated or distributed in kind, as determined by the Managers, and the same shall first be applied to thesatisfaction (whether by payment or the making of reasonable provision for payment) of the Company’s liabilities and then to the Members. If the assets of the Company shall not be sufficient to pay all of the liabilities of the Company, to the fullest extent permitted by law, no assets of the Company may be sold ordisposed of without the written consent of all of the holders of outstanding Securities. To the extent that Company assets cannot either be sold without undue lossor readily divided for distribution in kind to the Members, then the Company may, as determined by the Managers, convey those assets to a suitable holding entityestablished for the benefit of the Members in order to permit the assets to be sold without undue loss and the proceeds thereof, subject to the Act, distributed tothe Member at a future date. The legal form of the holding entity, the identity of the trustee or other fiduciary and the terms of its governing instrument shall bedetermined by the Managers.

Section 14.02. Termination. The Company shall terminate when all the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Member in the manner provided for in this Article and the Certificate of Formation shall havebeen cancelled in the manner required by the Act.

Section 14.03. Claims of the Member. The Member shall look solely to the Company’s assets for the return of its Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such CapitalContributions, the Member shall not have recourse against the Company.

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ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS

Section 15.01. Amendment of Agreement. Amendments to this Agreement may be adopted, or this Agreement may be repealed or amended by majority vote of the Board at any annual or special meeting. Notwithstanding the foregoing, so long as any Securities are outstanding, Sections 6.03, 6.04, 7.15, 7.16, 7.17,10.02, this Section 15.01 and Articles Three, Four, Five and Thirteen shall not be amended or repealed without obtaining the written consent of 100% of theBoard, including the Independent Managers, or the further consents specified therein except (i) to cure any ambiguity or (ii) to convert or supplement anyprovision in a manner consistent with the intent of this Agreement and the other Basic Documents.

Section 15.02. Entire Agreement. This Agreement constitutes the entire Agreement between the parties and may be modified only as provided herein.No representations or oral or implied agreements have been made by any party hereto or its agent, and no party to this Agreement has relied upon anyrepresentation or agreement not set forth herein. This Agreement supersedes any and all other agreements, either oral or written, among the Company and itsMember.

Section 15.03. Further Execution. Upon request of the Company from time to time, the Member, Managers and Officers shall execute and swear to oracknowledge any amended Certificate of Formation and any other writing which may be required by any rule or law or which may be appropriate to the effectingof any action by or on behalf of the Company which has been taken in accordance with the provisions of this Agreement.

Section 15.04. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.None of the provisions of this Agreement shall be construed as for the benefit of or as enforceable by any creditor of the Company or the Member or any otherPerson not a party to this Agreement. Notwithstanding any other provision of this Agreement, the Member agrees that this Agreement constitutes a legal, validand binding agreement of the Member, and is enforceable against the Member by the Independent Managers, in accordance with its terms. In addition,notwithstanding any other provision of this Agreement, the Independent Managers shall be intended beneficiaries of this Agreement.

Section 15.05. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoeverheld invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms ofthis Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of any security or the rights of the holdersthereof.

Section 15.06. Captions. All captions are for convenience only, do not form a substantive part of this Agreement and shall not restrict or enlarge anysubstantive provisions of this Agreement.

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Section 15.07. Delaware Law to Control. This Agreement shall be governed by, and all questions with respect to the construction of this Agreement and

the rights and liabilities of the parties hereto shall be determined in accordance with the internal laws of the State of Delaware without regard to any otherwiseapplicable principles of conflicts of laws.

Section 15.08. Tax Treatment of Company. It is the Member's express intention that the Company be treated as a disregarded entity for purposes offederal, state, and local income taxes as well as franchise and all other taxes to the extent permitted by law.

Section 15.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original of this Agreement and all of which together shall constitute one and the same instrument.

[Remainder of this page left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

American Honda Finance Corporation, as sole equity member By: /s/ Paul C. Honda Name: Paul C. Honda Title: Vice President, Assistant Secretary, Compliance Officer

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Acknowledged and agreed to by: INDEPENDENT MANAGERS /s/ Raziur Rahman Name: Raziur Rahman /s/ Diana Urrego Name: Diana Urrego

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EXHIBIT A

[Certificate of Formation]

28

EXHIBIT B

Member Limited Liability Company Interest

Consideration

American Honda Finance Corporation 100% $1,000.000

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EXHIBIT 4.1

AMERICAN HONDA RECEIVABLES LLC, as Depositor,

[ ],

as Owner Trustee

and

[ ], as Delaware Trustee

AMENDED AND RESTATED

TRUST AGREEMENT

Dated [ ]

TABLE OF CONTENTS

PageARTICLE ONEDEFINITIONS

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

ARTICLE TWOORGANIZATION

Section 2.01. Name 5 Section 2.02. Office 5 Section 2.03. Purposes and Powers 6 Section 2.04. Appointment of Owner Trustee and the Delaware Trustee 6 Section 2.05. Initial Capital Contribution of Owner Trust Estate 7 Section 2.06. Declaration of Trust 7 Section 2.07. Liability of Owners 7 Section 2.08. Title to Trust Property 7 Section 2.09. Situs of Issuer 8 Section 2.10. Representations and Warranties of the Depositor 8

ARTICLE THREETRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

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ARTICLE FOURACTIONS BY OWNER TRUSTEE

Section 4.01. Prior Notice to Owners with Respect to Certain Matters 13 Section 4.02. Action by Owners with Respect to Certain Matters 14 Section 4.03. Action by Owners with Respect to Bankruptcy 14 Section 4.04. Restrictions on Owners’ Power 14 Section 4.05. Majority Control 15

ARTICLE FIVEAPPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

ARTICLE SIXAUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01. General Authority 17 Section 6.02. General Duties 17 Section 6.03. Action Upon Instruction 17 Section 6.04. No Duties Except as Specified in this Agreement or in Instructions 18 Section 6.05. No Action Except Under Specified Documents or Instructions 19 Section 6.06. Restrictions 19

ARTICLE SEVENCONCERNING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

Section 7.01. Acceptance of Trusts and Duties 19 Section 7.02. Furnishing of Documents 20 Section 7.03. Representations and Warranties of the Owner Trustee and the Delaware Trustee 21 Section 7.04. Reliance, Advice of Counsel 22 Section 7.05. Not Acting in Individual Capacity 23 Section 7.06. Owner Trustee and Delaware Trustee Not Liable for Trust Certificates or Receivables 23 Section 7.07. Owner Trustee or Delaware Trustee May Own Trust Certificates and Notes 23 Section 7.08. Duties of the Delaware Trustee 24

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ARTICLE EIGHTCOMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE

Section 8.01. Owner Trustee’s and Delaware Trustee’s Fees and Expenses 24 Section 8.02. Indemnification 24 Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee 25

ARTICLE NINETERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement 25

ARTICLE TENSUCCESSOR AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee 26 Section 10.02. Resignation or Removal of Owner Trustee or Delaware Trustee 27 Section 10.03. Successor Owner Trustee or Delaware Trustee 27 Section 10.04. Merger or Consolidation of Owner Trustee or Delaware Trustee 28 Section 10.05. Appointment of Co-Trustee or Separate Trustee 28

ARTICLE ELEVENMISCELLANEOUS

Section 11.01. Supplements and Amendments 30 Section 11.02. No Legal Title to Owner Trust Estate in Owner 31 Section 11.03. Limitations on Rights of Others 31 Section 11.04. Notices 31 Section 11.05. Severability 32 Section 11.06. Separate Counterparts 32 Section 11.07. Successors and Assigns 32 Section 11.08. No Petition 32 Section 11.09. No Recourse 32 Section 11.10. Headings 33 Section 11.11. Governing Law; Submission to Jurisdiction 33 Section 11.12. Trust Certificates Nonassessable and Fully Paid 33 Section 11.13. Depositor Payment Obligation 33 Section 11.14. Tax Treatment 33 Section 11.15. Waiver of Jury Trial 34 Section 11.16. Communications with Rating Agencies 34

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EXHIBITS

Exhibit A - Form of Trust Certificate A-1Exhibit B - Form of Seller Certificate B-1Exhibit C - Form of Investment Letter C-1Exhibit D - Form of Rule 144A Letter D-1

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This Amended and Restated Trust Agreement, dated [ ] is among American Honda Receivables LLC, a Delaware limited liability company,

as depositor (the “Depositor”), [ ], as owner trustee (the “Owner Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”).

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

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

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

ARTICLE ONE

DEFINITIONS

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

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

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

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

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

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

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

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

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

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in Los Angeles, California,

Wilmington, Delaware or New York, New York are authorized or obligated by law, regulation, executive order or governmental decree to remain closed.

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

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

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

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

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

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

“Closing Date” means [ ].

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

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

“Corporate Trust Office” means, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at [ ], [ADDRESS], [ADDRESS], Attention: [ ], or at such other address as the Owner Trustee may designate by notice to the Owners and, the Depositor, or the principal corporate trust office of any successor Owner Trustee at the address designated by such successor Owner Trustee by notice to the Owners and the Depositor.

“Delaware Trustee” means [ ], with its principal place of business in the State of Delaware, not in its individual capacity, but solely as Delaware Trustee under this Agreement, and any successor Delaware Trustee hereunder.

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

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

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

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

“Expenses” means all liabilities, obligations, losses, damages, taxes, claims, actions and suits, and any and all reasonable out of pocket costs, expenses

and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever.

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

“Indenture” means the indenture dated [ ] between the Issuer and [ ], as indenture trustee.

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

“Issuer” means the Honda Auto Receivables 20[ ]- Owner Trust, and its successors.

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

“Original Certificate Balance” means $[ ].

“Original Contribution Amount” means $1,000.

“Owner” means each Holder of a Trust Certificate.

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

“Owner Trustee” means [ ], not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.

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

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

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“Percentage Interest” means, as to any Trust Certificate, (i) the original certificate balance for such Trust Certificate, as specified on the face thereof,

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

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

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

“Required Rating” means, with respect to any entity, that such entity (or the parent of such entity) has a rating of at least [ ] by [ ] and at least [ ] by [ ].

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

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

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

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

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

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

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

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

Section 1.02. Other Definitional Provisions.

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

Indenture, as the case may be.

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

Section 1.03. Interpretive Provisions.

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

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

ARTICLE TWO

ORGANIZATION

Section 2.01. Name. The trust created hereby shall be known as the “Honda Auto Receivables 20[ ]- Owner Trust”, in which name the Owner Trustee may conduct the business of the Issuer, make and execute contracts and other instruments and sue and be sued, to the extent herein provided.

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

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Section 2.03. Purposes and Powers.

(a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and

benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities:

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

(ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the

Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement;

(iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and

distribute to the Owners pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

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

(v) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto

or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and

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

(b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without

limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Section 2.04. Appointment of Owner Trustee and the Delaware Trustee. The Depositor hereby appoints the Owner Trustee as trustee of the Issuer effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. The Depositor hereby appoints the Delaware Trustee as a trustee of the Issuer effective as of the date hereof, for the sole purpose of satisfying Section 3807(a) of the Delaware Statutory Trust Statute, and the Delaware Trustee hereby accepts such appointment. The Owner Trustee may engage, in the name of the Issuer or in its own name on behalf of the Issuer, in the activities of the Issuer, make and execute contracts on behalf of the Issuer and sue on behalf of the Issuer.

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Section 2.05. Initial Capital Contribution of Owner Trust Estate. The Depositor hereby reaffirms its sale, assignment, transfer and conveyance to the

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

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

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

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

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Section 2.09. Situs of Issuer. The Issuer will be located in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the

Issuer shall be located in the states of Delaware or New York. The Issuer shall not have any employees in any state other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments will be received by the Issuer only in, and payments will be made by the Issuer only from, the states of Delaware or New York. The only offices of the Issuer will be at the Corporate Trust Office and at the office of the Delaware Trustee, located at [ADDRESS], [ADDRESS].

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

(a) The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables.

(b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.

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

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

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

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(f) There are no proceedings or investigations pending or, to the Depositor’s knowledge, threatened, before any court, regulatory body,

administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

ARTICLE THREE

TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

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

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

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Section 3.03. Authentication and Delivery of Trust Certificates. On the Closing Date, the Owner Trustee shall cause to be authenticated and delivered

upon the order of the Depositor, in exchange for the Receivables and the other assets of the Issuer, simultaneously with the sale, assignment and transfer to the Issuer of the Receivables, and the constructive delivery to the Issuer of the Receivable Files and the other assets of the Issuer, Trust Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance and evidencing the entire ownership of the Issuer. No Trust Certificate shall entitle its Holder to any bene fit under this Agreement, or be valid for any purpose, unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Trust’s Authenticating Agent, by manual signature; and such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication. Upon issuance, authentication and delivery pursuant to the terms hereof, the Trust Certificates will be entitled to the benefits of this Agreement. Whenever, in any Basic Document, a reference is made to authentication by the Owner Trustee, such reference shall include authentication by the Owner Trustee and/or authentication by a party appointed to act as the Authenticating Agent of the Owner Trustee. [ � 0; ] shall act as initial Authenticating Agent.

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

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

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

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(b) Upon surrender for registration of transfer of any Trust Certificate at the office of the Certificate Registrar and subject to the satisfaction of the

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

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

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

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

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

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

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Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates. If (i) any mutilated Trust Certificate is surrendered to the Certificate Registrar, or

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

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

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

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

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Section 3.09. Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution

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

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

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

ARTICLE FOUR

ACTIONS BY OWNER TRUSTEE

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

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

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

Trust Statute);

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

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

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

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

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

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

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

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Section 4.05. Majority Control. Except as expressly provided herein, any action that may be taken by the Owners under this Agreement may be taken

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

ARTICLE FIVE

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

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

Section 5.02. Application of Trust Funds.

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

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

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(c) In the event that any withholding tax is imposed on the Issuer’s payment (or allocations of income) to an Owner, such tax shall reduce the

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

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

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

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

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The Depositor is authorized and directed to execute on behalf of the Issuer, and after execution to deliver to the Administrator for filing with the

Commission, all documents and forms required to be filed in accordance with applicable law or the rules and regulations prescribed by the Commission.

ARTICLE SIX

AUTHORITY AND DUTIES OF OWNER TRUSTEE

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

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

Section 6.03. Action Upon Instruction.

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

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

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(c) Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or

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

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

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

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Section 6.05. No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or

otherwise deal with any part of the Owner Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the Basic Documents and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.

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

ARTICLE SEVEN

CONCERNING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. Each of the Owner Trustee and the Delaware Trustee accepts the trusts hereby created and each agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. Each of the Owner Trustee and the Delaware Trustee also agrees to disburse all monies actually received by it constituting part of the Owner Trust Estate upon the terms of this Agreement and the other Basic Documents. Neither the Owner Trustee nor the Delaware Trustee shall be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith or gross negligence or (ii) in the case of the ina ccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee or the Delaware Trustee. In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a) neither the Owner Trustee nor the Delaware Trustee shall be liable for any error of judgment made in good faith by the Owner Trustee or the Delaware Trustee;

(b) neither the Owner Trustee nor the Delaware Trustee shall be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Owner or Owners;

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

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

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(e) neither the Owner Trustee nor the Delaware Trustee shall be responsible for or in respect of the validity or sufficiency of this Agreement or for

the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Owner Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and neither the Owner Trustee nor the Delaware Trustee shall in any event assume or incur any liability, duty or obligation to any Noteholder or to any Owner, other than as expressly provided for in the Basic Documents;

(f) neither the Owner Trustee nor the Delaware Trustee shall be liable for the default or misconduct of the Administrator, the Seller, the Depositor, the Indenture Trustee or the Servicer under any Basic Document or otherwise, and neither the Owner Trustee nor the Delaware Trustee shall have any obligation or liability to perform the obligations of the Issuer under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing Agreement or any other Person under any of the Basic Documents; and

(g) neither the Owner Trustee nor the Delaware Trustee shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of any of the Owners, unless such Owners have offered to the Owner Trustee and the Delaware Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee and the Delaware Trustee therein or thereby; the right of the Owner Trustee and the Delaware Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and neither the Owner Trustee nor the Delaware Trustee shall be answerable for other than its gross negligence, bad faith or willful misconduct in the performance of any such act.

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

Section 7.02. Furnishing of Documents.

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

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Section 7.03. Representations and Warranties of the Owner Trustee and the Delaware Trustee. (1) The Owner Trustee hereby represents and warrants

to the Depositor and the Owners, that:

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

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

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

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

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

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

(2) The Delaware Trustee hereby represents and warrants to the Depositor and the Owners that:

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

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(b) it has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed

and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf; and

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

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

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

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

Section 7.04. Reliance, Advice of Counsel.

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

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(b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement and the other

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

Section 7.05. Not Acting in Individual Capacity. Except as otherwise provided in this Article, in accepting the trusts hereby created, each of [ ] and [ ], acting solely as Owner Trustee and Delaware Trustee, respectively, hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee or the Delaware Trustee by rea son of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.

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

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

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Section 7.08. Duties of the Delaware Trustee. The Delaware Trustee is appointed to serve as the trustee of the Trust in the State of Delaware for the

sole purpose of satisfying the requirement of Section 3807(a) of the Delaware Act that the Trust have at least one trustee with a principal place of business in Delaware. It is understood and agreed by the parties hereto that the Delaware Trustee shall have none of the duties or liabilities of the Owner Trustee. The duties of the Delaware Trustee shall be limited to (a) accepting legal process served on the Trust in the State of Delaware and (b) the execution of any certificates required to be filed with the Secretary of State of the State of Delaware which the Dela ware Trustee is required to execute under Section 3811 of the Delaware Act. To the extent that, at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Trust, the beneficial owners thereof or any other person, it is hereby understood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Section 7.08. The Delaware Trustee shall have all the rights, privileges and immunities of the Owner Trustee.

ARTICLE EIGHT

COMPENSATION OF OWNER TRUSTEE AND THE DELAWARE TRUSTEE

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

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

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Section 8.03. Payments to the Owner Trustee and to the Delaware Trustee. Any amounts paid to the Owner Trustee and to the Delaware Trustee

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

ARTICLE NINE

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement.

(a) The Issuer shall dissolve immediately prior to the earlier to occur of (i) the purchase on any Payment Date by the Servicer, or any successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and Servicing Agreement, of the Owner Trust Estate other than the Accounts and the Certificate Distribution Account, (ii) the final distribution by the Owner Trustee of all monies or other property or proceeds of the Owner Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement, and Article Five, [and the Swap Agreement dated [ ] between Honda Auto Receivables 20[ ]-[ ] Owner Trust, as Issuer, and [ ], as Swap Counterparty,] or (iii) the Payment Date next succeeding the month which is one year after the maturity or other liquidation of the last Receivable and the disposition of any amount received upon liquidation of any property remaining in the Owner Trust Estate. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (i) operate to terminate this Agreement or the Issuer, (ii) entitle such Owner’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or Owner Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto. The Issuer shall be entitled to deduct from the final distribution to Certificateholders any amounts required to pay any other claims against and obligations of the Issuer in accordance with Section 3808(e) of the Statutory Trust Statute.

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

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

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(d) In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date

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

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

ARTICLE TEN

SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee and Delaware Trustee. The Owner Trustee shall at all times (i) maintain its principal place of business in the State of New York or such other location within the United States to which the Depositor shall consent in writing, (ii) be authorized to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $50,000,000, (iv) be subject to supervision or examination by federal or state authorities and (v) have the Required Rating. If such person shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The Delaware Trustee shall at all times be a person satisfying the provisions of Section 3807(a) of the Statutory Trust Statute. In case at any time the Owner Trustee or the Delaware Trustee, as applicable, shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee or the Delaware Trustee, as applicable, shall resign immediately in the manner and with the effect specified in Section 10.02.

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Section 10.02. Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be

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

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

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

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

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No successor Owner Trustee or Delaware Trustee, as applicable, shall accept appointment as provided in this Section unless at the time of such

acceptance such successor Owner Trustee or Delaware Trustee, as applicable, shall be eligible pursuant to Section 10.01.

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

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

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

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

(a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by

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

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

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

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

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

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ARTICLE ELEVEN

MISCELLANEOUS

Section 11.01. Supplements and Amendments.

(a) This Agreement may be amended by the parties hereto with prior written notice to the Administrator (who shall make such notice available to

each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), without the consent of any Securityholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder or Certificateholder.

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

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

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

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

Secretary of State.

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

(g) [Notwithstanding any other provision in this Agreement, if the consent of the Swap Counterparty is required pursuant to the Swap Agreement to amend this Agreement, any such purported amendment shall to the fullest extent permitted by law, be null and void ab initio unless the Swap Counterparty consents in writing to such amendment; such consent shall not be unreasonably withheld.]

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

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

Section 11.04. Notices.

(a) Unless otherwise expressly specified or permitted by the terms hereof, all demands, notices and communications under this Agreement shall be in writing, personally delivered, mailed by electronic mail (if an address therefore has been provided by the respective party in writing), mailed by certified mail, return receipt requested, delivered by overnight delivery service, or sent via facsimile transmission and shall be deemed to have been duly given upon receipt (i) in the case of the Owner Trustee, [ ], [ADDRESS], [ADDRESS], Attention: [ ], (ii) in the case of the Delaware Trustee, to [ ], [ADDRESS], [ADDRESS], Attention: [ ], (iii) in the case of the Depositor, to American Honda Receivables LLC, 20800 Madrona Avenue, Torrance, California 90503, Attention: President or (iv) as to any party, at such other address as shall be designated by such party in a written notice to the other party.

31

(b) Any notice required or permitted to be given to a Certificateholder shall be given by overnight delivery or first-class mail, postage prepaid, at

the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.

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

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

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

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

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

32

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

any of the terms or provisions hereof.

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

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

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

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

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

33

Section 11.15. Waiver of Jury Trial. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, any and all right to

trial by jury in any legal proceeding arising out of or relating to the transaction contemplated hereby.

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

Neither Owner Trustee nor the Delaware Trustee will be responsible for delays attributable to the Administrator’s failure to deliver any information related to any communication with a Rating Agency (with respect to this section, the “Information”), defects in the Information supplied to the Rating Agency or Administrator or other circumstances beyond the control of the Owner Trustee or the Delaware Trustee, as applicable. In addition, neither the Owner Trustee nor the Delaware Trustee shall be under any obligation to make any determination as to the veracity or applicability of any Information provided to it, or whether any such Information is required to be maintained on a website or other public medium.

34

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Trust Agreement to be duly executed by their respective officers

as of the day and year first above written.

AMERICAN HONDA RECEIVABLES LLC, as Depositor By: Name: Title: [ ], as Owner Trustee By: Name: Title: [ ], as Delaware Trustee By: Name: Title:

35

EXHIBIT A

FORM OF TRUST CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR

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

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

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

THIS CERTIFIES THAT American Honda Receivables LLC is the registered owner of a 100 percent nonassessable, fully-paid, undivided interest in the Honda Auto Receivables 20- Owner Trust (the “Issuer”), formed by American Honda Receivables LLC, a Delaware limited liability company (the “Depositor”).

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

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

NUMBER: R-1 Initial Certificate Balance: $[ ]

HONDA AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST

[ ]% ASSET BACKED CERTIFICATE

A-1

It is the intent of the Depositor, the Servicer and the Certificateholder that, solely for purposes of federal income, state and local income tax and any

other income taxes, the Issuer will be treated as a disregarded entity not separate from the sole Certificateholder. The purchaser hereof, by acceptance of the Trust Certificates, agrees to treat, and to take no action inconsistent with the above treatment for so long as it is the sole Owner.

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

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

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

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

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

A-2

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,

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

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

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

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

HONDA AUTO RECEIVABLES 20[_]- OWNER TRUST

By: [ ], not in its individual capacity but solely as Owner Trustee on behalf of the

Trust By: Authorized Signatory

[ ], not in its individual capacity but solely as Authenticating Agent on behalf of the Trust

[ ], not in its individual capacity but solely as Owner Trustee on behalf of the Trust

OR By: By: Authorized Signatory Authorized Signatory

A-3

[REVERSE OF TRUST CERTIFICATE]

The Trust Certificates do not represent an obligation of, or an interest in, the Depositor, the Servicer, the Owner Trustee or any of their respective

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

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

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

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

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

A-4

The obligations and responsibilities created by the Trust Agreement and the Issuer created thereby shall terminate upon the payment to Certificateholders

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

The Trust Certificates may not be acquired or held by a Benefit Plan Investor. By accepting and holding this Trust Certificate, the Holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan Investor.

A-5

ASSIGNMENT

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

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee) the within Trust Certificate, and all rights thereunder, any hereby irrevocably constitutes and appoints __________________, attorney, to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. • Signature Guaranteed:

A-6

EXHIBIT B

FORM OF TRANSFEROR CERTIFICATE

_______________, ____

[ADDRESS] [ADDRESS]

Dear Sirs:

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

[Seller]

Re: Honda Auto Receivables 20[__]-[_] Owner Trust Asset Backed Certificates

Very truly yours, [NAME OF TRANSFEROR] By Authorized Officer

B-1

EXHIBIT C

FORM OF INVESTMENT LETTER

_______________, ___

[ADDRESS] [ADDRESS]

Dear Sirs:

In connection with our acquisition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Seller concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (f) below), (e) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action that would result in a violation of Section 5 of the Act or any state securities laws, (f) we are not a Benefit Plan Investor and (g) we will not sell, or otherwise dispose of any Certificates unless (i) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act and in compliance with any state securities laws or is exempt from such registration requirements and, if requested, we will at ou r expense provide an Opinion of Counsel satisfactory to the addresses of this certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (ii) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate and (iii) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Amended and Restated Trust Agreement dated [ ], among American Honda Receivables LLC, as depositor,[ & #160; ], as Owner Trustee and [ ], as Delaware Trustee.

Seller

Re: Honda Auto Receivables [__]-[_] Owner Trust Asset Backed Certificates

C-1

Very truly yours, [NAME OF TRANSFEROR] By Authorized Officer

C-2

EXHIBIT D

FORM OF RULE 144A LETTER

_______________, 20__

[ADDRESS] [ADDRESS]

Dear Sirs:

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

Seller

Re: Honda Auto Receivables 20[__]-[_] Owner Trust Asset Backed Certificates

Very truly yours, [NAME OF TRANSFEREE] By Authorized Officer

EXHIBIT 4.2

HONDA AUTO RECEIVABLES 20[ ]- [ ] OWNER TRUST, as Issuer,

and

[ ],

as Indenture Trustee

INDENTURE

Dated [ ]

CROSS REFERENCE TABLE*

* This Cross Reference Table shall not, for any purpose, be deemed to be part of this Indenture. ** N.A. means Not Applicable.

TIA Section Indenture Section 310 (a)(1) 6.11 (a)(2) 6.11 (a)(3) 6.10; 6.11 (a)(4) N.A.**

(a)(5) 6.11 (b) 6.08; 6.11 (c) N.A.311 (a) 6.12 (b) 6.12 (c) N.A.312 (a) 7.01 (b) 7.02 (c) 7.02313 (a) 7.04 (b)(1) 7.04 (b)(2) 7.04 (c) 7.04; 11.05 (d) 7.04314 (a) 7.03 (b) 11.15 (c)(1) 11.01 (c)(2) 11.01 (c)(3) 11.01 (d) 11.01 (e) 11.01 (f) 11.01315 (a) 6.01 (b) 6.05; 11.01 (c) 6.01 (d) 6.01 (e) 5.13316 (a) 1.01 (a)(1)(A) 5.11 (a)(1)(B) 5.12 (a)(2) N.A. (b) 5.07 (c) N.A.317 (a)(1) 5.03

i

TIA Section Indenture Section (a)(2) 5.03 (b) 3.03318 (a) 11.07

ii

TABLE OF CONTENTS

Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 2

Section 1.01. Definitions 2Section 1.02. Incorporation by Reference of Trust Indenture Act 9Section 1.03. Rules of Construction 9

ARTICLE II THE NOTES 9

Section 2.01. Form 9Section 2.02. Execution, Authentication and Delivery 10Section 2.03. Temporary Notes 10Section 2.04. Note Register, Registration of Transfer and Exchange 11Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes 12Section 2.06. Persons Deemed Owner 13Section 2.07. Payment of Principal and Interest, Defaulted Interest 13Section 2.08. Cancellation 14Section 2.09. Book-Entry Notes 14Section 2.10. Notices to Clearing Agency 15Section 2.11. Definitive Notes 15Section 2.12. Release of Collateral 15Section 2.13. Tax Treatment 16Section 2.14. Employee Benefit Plans 16

ARTICLE III COVENANTS 16

Section 3.01. Payment of Principal and Interest 16Section 3.02. Maintenance of Office or Agency 16Section 3.03. Money for Payments to be Held in Trust 17Section 3.04. Existence 18Section 3.05. Protection of Owner Trust Estate 18Section 3.06. Opinions as to Owner Trust Estate 19Section 3.07. Performance of Obligations; Servicing of Receivables 19Section 3.08. Negative Covenants 21Section 3.09. Annual Statement as to Compliance 21Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms 22Section 3.11. Successor or Transferee 23Section 3.12. No Other Business 24Section 3.13. No Borrowing 24Section 3.14. Servicer’s Obligations 24Section 3.15. Guarantees, Loans, Advances and Other Liabilities 24Section 3.16. Capital Expenditures 24Section 3.17. Removal of Administrator 24Section 3.18. Restricted Payments 24Section 3.19. Notice of Events of Default 25

iii

Section 3.20. Further Instruments and Acts 25Section 3.21. Compliance with Laws 25Section 3.22. Amendments of Sale and Servicing Agreement and Trust Agreement 25

ARTICLE IV SATISFACTION AND DISCHARGE 25

Section 4.01. Satisfaction and Discharge of Indenture 25Section 4.02. Application of Trust Money 26Section 4.03. Repayment of Monies Held by Paying Agent 26

ARTICLE V REMEDIES 27

Section 5.01. Events of Default 27Section 5.02. Acceleration of Maturity, Rescission and Annulment 28Section 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee 28Section 5.04. Remedies, Priorities 30Section 5.05. Optional Preservation of the Receivables 32Section 5.06. Limitation of Suits 32Section 5.07. Unconditional Rights of Noteholders to Receive Principal and Interest 33Section 5.08. Restoration of Rights and Remedies 33Section 5.09. Rights and Remedies Cumulative 33Section 5.10. Delay or Omission Not a Waiver 33Section 5.11. Control by Noteholders 33Section 5.12. Waiver of Past Defaults 34Section 5.13. Undertaking for Costs 34Section 5.14. Waiver of Stay or Extension Laws 35Section 5.15. Action on Notes 35Section 5.16. Performance and Enforcement of Certain Obligations 35

ARTICLE VI THE INDENTURE TRUSTEE 36

Section 6.01. Duties of Indenture Trustee 36Section 6.02. Rights of Indenture Trustee 37Section 6.03. Individual Rights of Indenture Trustee 39Section 6.04. Indenture Trustee’s Disclaimer 39Section 6.05. Notice of Defaults 39Section 6.06. Reports by Indenture Trustee to Holders 39Section 6.07. Compensation and Indemnity 39Section 6.08. Replacement of Indenture Trustee 40Section 6.09. Successor Indenture Trustee by Merger 41Section 6.10. Appointment of Co-Trustee or Separate Trustee 42Section 6.11. Eligibility, Disqualification 43Section 6.12. Preferential Collection of Claims Against Issuer 43Section 6.13. Representations and Warranties of Indenture Trustee 44

iv

ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS 44

Section 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders 44Section 7.02. Preservation of Information; Communications, Reports and Certain Documents to Noteholders 45Section 7.03. Reports by Issuer 46Section 7.04. Reports by Indenture Trustee 46

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES 46

Section 8.01. Collection of Money 46Section 8.02. Accounts 47Section 8.03. General Provisions Regarding Accounts 48Section 8.04. Release of Owner Trust Estate 49Section 8.05. Opinion of Counsel 49

ARTICLE IX SUPPLEMENTAL INDENTURES 49

Section 9.01. Supplemental Indentures Without Consent of Noteholders 49Section 9.02. Supplemental Indentures With Consent of Noteholders 50Section 9.03. Execution of Supplemental Indentures 52Section 9.04. Effect of Supplemental Indenture 52Section 9.05. Conformity with Trust Indenture Act 52Section 9.06. Reference in Notes to Supplemental Indentures 52

ARTICLE X REDEMPTION OF NOTES 53

Section 10.01. Redemption 53Section 10.02. Form of Redemption Notice 53Section 10.03. Notes Payable on Redemption Date 53

ARTICLE XI MISCELLANEOUS 54

Section 11.01. Compliance Certificates and Opinions, etc 54Section 11.02. Form of Documents Delivered to Indenture Trustee 55Section 11.03. Acts of Noteholders 56Section 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies 57Section 11.05. Notices to Noteholders; Waiver 57Section 11.06. Alternate Payment and Notice Provisions 58Section 11.07. Conflict with Trust Indenture Act 58Section 11.08. Effect of Headings and Table of Contents 58Section 11.09. Successors and Assigns 58Section 11.10. Separability 59Section 11.11. Benefits of Indenture 59Section 11.12. Legal Holidays 59Section 11.13. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 59

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Section 11.14. Counterparts 59Section 11.15. Recording of Indenture 59Section 11.16. Trust Obligation 60Section 11.17. No Petition 60Section 11.18. Inspection 60Section 11.19. [Reserved] 61Section 11.20. Tax Treatment 61Section 11.21. Intent of the Parties; Reasonableness 61Section 11.22. Owner Trustee 61Section 11.23. U.S.A. Patriot Act 62Section 11.24. Communications with Rating Agencies 62

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SCHEDULES

EXHIBITS

Schedule A – Schedule of Receivables S-A-1

Exhibit A- Form of Class [A-1],[ A-2],[ A-3] and [A-4] Note A-1Exhibit B - Form of Note Depository Agreement B-1Exhibit C - Servicing Criteria to be Addressed in Assessment of Compliance C-1

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This Indenture, dated [ ], is between Honda Auto Receivables 20[ ]-[ ] Owner Trust, a Delaware statutory trust (the “Issuer”), and

[ ], as indenture trustee (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s Class A-1 [ ]% Asset Backed Notes (the “Class A-1 Notes”), Class A-2 [ ]% Asset Backed Notes (the “Class A-2 Notes”), Class A-3 [ ]% Asset Backed Notes (the “Class A-3 Notes”) and Class A-4 [ ]% Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”):

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the Closing Date, on behalf of and for the benefit of the Holders of the Notes [and the Swap Counterparty], without recourse, all of the Issuer’s right, title and interest in, to and under (i) the Receivables and all monies due thereon and received thereon on and after [ ]; (ii) the security interests in the Financed Vehicles; (iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Receivables or the Obligors; (iv) any proceeds of Dealer Recourse; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Issuer; (vi) all funds, and all investment property, from time to time carried in or credited to the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account Deposit and in all investment income and proceeds thereof; (vii) the rights of the Seller under the Receivables Purchase Agreement including, but not limited to, the representations and warranties set forth in Sections 2.02 and 2.03 therein and the rights of the Issuer under the Sale and Servicing Agreement, including, but not limited to, the representations and warranties set forth in Sections 2.03 and 5.01 therein; [(viii) all rights, title and interest of the Issuer in and to the Swap Agreement;] (ix) any Servicer Letter of Credit; and (x) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, inclu ding all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing as each such term is defined in Section 1.01 (collectively, the “Collateral”).

The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, except as expressly provided in this Indenture and the Sale and Servicing Agreement[, (ii) the payment of all amounts payable by the Issuer to the Swap Counterparty under the Swap Agreement] and (iii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture.

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes [and the Swap Counterparty], acknowledges such Grant, accepts the

trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties as required in this Indenture to the end that the interests of the Holders of the Notes may be adequately and effectively protected.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. Definitions.

(a) Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture.

[“1992 Master Agreement” means the 1992 ISDA master Agreement (multi-Currency Cross Border).]

“Act” shall have the meaning specified in Section 11.03(a).

“Administration Agreement” means the Administration Agreement, dated [ ], among the Administrator, the Issuer, the Depositor and the Indenture Trustee.

“Administrator” means AHFC or any successor Administrator under the Administration Agreement.

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

“Authorized Officer” means, with respect to the Issuer, any officer of the Owner Trustee or person appointed pursuant to a power of attorney who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Assistant Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authoriz ed Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).

“Benefit Plan” means (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, and (c) an entity whose underlying assets include assets of a plan described in (a) or (b) by reason of such plan’s investment in the entity.

“Book-Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.09.

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“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in Los Angeles, California,

Wilmington, Delaware or New York, New York are authorized or obligated by law, regulation, executive order or governmental decree to remain closed.

“Class” means all Notes whose form is identical except for variation in denomination, principal amount or owner.

“Class A-1 Interest Rate” means [ ]% per annum (computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360).

“Class A-1 Notes” means the Class A-1 [ ]% Asset Backed Notes, substantially in the form of Exhibit A-1.

“Class A-2 Interest Rate” means [ ]% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months).

“Class A-2 Notes” means the Class A-2 [ ]% Asset Backed Notes, substantially in the form of Exhibit A-2.

“Class A-3 Interest Rate” means [ ]% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) [(computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360).]

“Class A-3 Notes” means the Class A-3 [ ]% Asset Backed Notes, substantially in the form of Exhibit A-2.

“Class A-4 Interest Rate” means [ ]% per annum (computed on the basis of a 360-day year consisting of twelve 30-day months) [(computed on the basis of the actual number of days in the related Interest Accrual Period divided by 360).]

“Class A-4 Notes” means the Class A-4 [ ]% Asset Backed Notes, substantially in the form of Exhibit A-2.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act, which initially shall be The Depository Trust Company.

“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.

“Closing Date” means [ ].

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

“Collateral” has the meaning specified in the Granting Clause of this Indenture.

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“Corporate Trust Office” means an office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered,

which office at the date of execution of this Indenture is located at [ADDRESS], [ADDRESS], Attention: [ ], or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders and the Issuer.

“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.

“Definitive Notes” shall have the meaning specified in Section 2.11.

“Delaware Trustee” means [ ], as Delaware Trustee under the Trust Agreement.

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

“Event of Default” shall have the meaning specified in Section 5.01.

“Executive Officer” means, with respect to any corporation or depository institution, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or depository institution; and with respect to any partnership, any general partner thereof.

“Final Payment Date” has the meaning set forth in the Sale and Servicing Agreement.

“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a lien upon and a security interest in and a right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceed ings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.

“Holder” means the Person in whose name a Note is registered on the Note Register.

“Honda Parties” shall have the meaning specified in Section 7.02(e).

“Honda Party” shall have the meaning specified in Section 7.02(e).

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Indenture Trustee” means [ ], a banking corporation organized under the laws of the State of New York, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.

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“Independent” means, when used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor on the

Notes, the Seller and any of their respective Affiliates, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any of their respective Affiliates and (iii) is not connected with the Issuer, any such other obligor, the Seller or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.

“Interest Accrual Period” means, subject to Section 11.12 hereof, with respect to any Payment Date and (i) the Class A-1 Notes, the period from and including the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date) to but excluding such Payment Date and (ii) the Class A-2 Notes, the [Class A-3 Notes] and the [Class A-4 Notes], the period from and including the [ ] day of the prior month (or, in the case of the first Payment Date, the Closing Date) to but excluding the [ ] day of the month of such Payment Date.

“Interest Rate” means the Class A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate or the Class A-4 Interest Rate, as applicable.

[“ISDA” means the International Swaps and Derivatives Association, Inc.]

“Issuer” means Honda Auto Receivables 20[ ]-[ ] Owner Trust until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.

“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Issuer by any Authorized Officer and delivered to the Indenture Trustee.

[“LIBOR Determination Date” means approximately 11:00 a.m. London time, two London business days prior to the Payment Date immediately preceding such Payment Date (or, in the case of the initial Payment Date, for a period from the Closing Date to but excluding the initial Payment Date, two London business days prior to the Closing Date).]

“Note Depository Agreement” means the agreement dated [ ], among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial Clearing Agency, relating to the Notes, substantially in the form of Exhibit B hereto.

“Noteholder” or “Holder” means the Person in whose name a Note is registered on the Note Register.

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“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of

the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).

“Note Register” and “Note Registrar” shall have the respective meanings specified in Section 2.04.

“Notes” means the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and the Class A-4 Notes.

“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of the Issuer.

[“One-Month LIBOR” means the rate per annum of deposits in United States dollars having a one-month maturity that appears on Reuters Screen LIBOR01 Page as of the LIBOR Determination Date. In the event that no rate for one-month dollar deposits appears on Reuters Screen LIBOR01 Page on the applicable LIBOR Determination Date, the One-Month LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar deposits are offered to the prime banks in the London interbank market by four major banks in that market selected by the indenture trustee as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in New York City selected by the indenture trustee as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date. If no such quotation can be obtained, One-Month LIBOR for such payment date will be One-Month LIBOR for the prior payment date.]

“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of Section 11.01 and shall be in form and substance satisfactory to the Indenture Trustee.

“Outstanding” means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture except:

(i) Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;

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(ii) Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or

any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee); and

(iii) Notes cancelled or paid pursuant to Section 2.05 in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide Protected Purchaser; provided, that in determining whether the Holders of the requisite Outstanding Amount have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Basic Document, Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that the Indenture Trustee knows to be so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate of any of their respective Affiliates.

“Outstanding Amount” means, except as otherwise indicated by the context, the aggregate principal amount of all Notes of all Classes Outstanding at the date of determination.

“Owner Trust Estate” means the Grant of the Collateral to the Indenture Trustee under this Indenture, including all proceeds thereof.

“Owner Trustee” means [ ], not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.

“Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuer to make payments to and distributions from the Collection Account and the Note Distribution Account, including payments of principal of or interest on the Notes on behalf of the Issuer.

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

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

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“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Protected Purchaser” shall have the meaning set forth in Article 8 of the UCC.

“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.

“Rating Agency” means each of [ ] and [ ].

“Record Date” means, with respect to a Payment Date or Redemption Date, the day immediately preceding such Payment Date or Redemption Date or, if Definitive Notes have been issued, the close of business on the last day of the month immediately preceding the month in which such Payment Date or Redemption Date occurs.

“Redemption Date” means, in the case of a redemption of the Notes pursuant to Section 10.01, the Payment Date specified by the Servicer or the Issuer pursuant to Section 10.01.

“Redemption Price” means, in the case of a redemption of the Notes pursuant to Section 10.01, an amount equal to the unpaid principal amount of the Notes redeemed plus accrued and unpaid interest thereon at the weighted average of the Interest Rates for each Class of Notes being so redeemed to but excluding the Redemption Date.

“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission 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 Commission, or as may be provided by the Commission or its staff from time to time.

“Repurchase Rules and Regulations” shall have the meaning specified in Section 7.02(e).

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated [ ], among the Issuer, the Seller and the Servicer.

“Schedule of Receivables” means the list of the Receivables set forth in Schedule A hereto.

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

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[“Senior Swap Termination Payment” means any Swap Termination Payment other than a Subordinate Swap Termination Payment.]

“Servicer” means American Honda Finance Corporation, in its capacity as servicer under the Sale and Servicing Agreement, and any Successor Servicer

thereunder.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Sponsor” means American Honda Finance Corporation, in its capacity as sponsor under the Sale and Servicing Agreement, and any Successor Sponsor thereunder.

“State” means any one of the 50 states of the United States or the District of Columbia.

“Seller” means American Honda Receivables LLC, in its capacity as seller under the Sale and Servicing Agreement, and its successors.

“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more material discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Servicer or a Subservicer.

[“Subordinate Swap Termination Payment” means any Swap Termination Payment resulting from a Swap Termination where the Swap Counterparty is the Defaulting Party or sole Affected Party (as defined in the Swap Agreement) other than Swap Terminations arising from a Tax Event or Illegality (each as defined in the Swap Agreement).]

“Subservicer” means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

[“Swap Agreement” means 1992 ISDA Master Agreement dated as of [_________], including all schedules and confirmations thereto, between the Issuer and the Swap Counterparty, as modified, amended, supplemented, renewed, extended or replaced from time to time.]

[“Swap Counterparty” means [_________] or its successor or replacement under the Basic Documents.]

[“Swap Event of Default”, means the occurrence of an “Event of Default”“ under the Swap Agreement, as defined in the Swap Agreement.]

[“Swap Payments Incoming” means on any Payment Date the net amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments.]

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[“Swap Payments Outgoing” means on any Payment Date the net amount, if any, then payable by the Issuer to a Swap Counterparty, excluding any

Swap Termination Payments.]

[“Swap Termination” means the occurrence of an “Early Termination Date” under the Swap Agreement, as defined in the Swap Agreement.]

[“Swap Termination Event” means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

[“Swap Termination Payment” means, the termination payment that the trust or the Swap Counterparty may be liable to make to the other upon the occurrence of a Swap Termination, in some cases regardless of which of such parties may have caused such termination.]

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.

“UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction, as amended from time to time.

“United States” means the United States of America.

(a) Except as otherwise specified herein or as the context may otherwise require, capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

“Commission” means the Securities and Exchange Commission.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture to be qualified” means this Indenture.

“indenture trustee” or “institutional trustee” means the Indenture Trustee.

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.

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Section 1.03. Rules of Construction. Unless the context otherwise requires: (i) a term has the meaning assigned to it; (ii) an accounting term not

otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time; (iii) “or” is not exclusive; (iv) “including” means including without limitation; (v) words in the singular include the plural and words in the plural include the singular; (vi) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument o r statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; (vii) references to a Person are also to its permitted successors and assigns; (viii) the words “hereof’, “herein” and “hereunder” and words of similar import when used in this Indenture shall refer to this Indenture as a whole and not to any particular provision of this Indenture; (ix) the term “proceeds” shall have the meaning set forth in the applicable UCC; and (x) Section, subsection and Schedule references contained in this Indenture are references to Sections, subsections and Schedules in or to this Indenture unless otherwise specified.

ARTICLE II

THE NOTES

Section 2.01. Form. The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, in each case together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the tex t of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms of the Notes are the terms of this Indenture.

Section 2.02. Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

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The Indenture Trustee shall, upon Issuer Order, authenticate and deliver for original issue the following aggregate principal amount of Notes: (i)

$[_________] of Class A-1 Notes, (ii) $[_________] of Class A-2 Notes, (iii) $[_________] of Class A-3 Notes and (iv) $[_________] of Class A-4 Notes. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.05.

Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03. Temporary Notes. Pending the preparation of Definitive Notes pursuant to Section 2.11, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the related Holder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like tenor and principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

Section 2.04. Note Register, Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Re gistrar.

If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.

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Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, provided that

the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, provided that the requirements of Section 8-401 of the UCC are met (as determined by the Issuer), the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.

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Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee

receives evidence to its satisfaction of the destruction, loss or theft of any Note, (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless and (iii) the requirements of Section 8-405 of the UCC are met, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a Protected Purchaser, the Issuer shall execute, and upon it s written request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a Protected Purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith.

Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.06. Persons Deemed Owner. Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any of their respective agents may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any of their respective agents shall be affected by notice to the contrary.

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Section 2.07. Payment of Principal and Interest, Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be due and payable on each Payment Date as

specified therein, subject to Sections 3.01 and 11.12 hereof. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Payment Date, a Redemption Date or on the related Final Scheduled Payment Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.

(b) The principal of each Note shall be payable as provided in Section 8.02(d) hereof. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the related Final Payment Date or the date on which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or Holders of the Notes representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders of such Class entitled thereto. The Indenture Trustee shall n otify the Person in whose name a Note is registered at the close of business 5 Business Days preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest and principal of each Class of Notes, and upon the termination of the Trust, in each case pursuant to Section 1.02(a)(iii) of the Administration Agreement.

(c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which date shall be at least 5 Business Days prior to the next payment date. The Issuer shall fix or cause to be fixed any such special record date and related payment date, and, at least 15 days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the payment date and the amount of default ed interest to be paid.

Section 2.08. Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

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Section 2.09. Book-Entry Notes. The Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes representing the Book-

Entry Notes, to be delivered to the Indenture Trustee, as agent for The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner will receive a definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully regi stered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.11:

(i) the provisions of this Section shall be in full force and effect;

(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;

(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and

(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.

Section 2.10. Notices to Clearing Agency. Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.11, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to such Note Owners.

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Section 2.11. Definitive Notes. If (i)(A) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or

able to properly discharge its responsibilities with respect to the Book-Entry Notes and (B) neither the Indenture Trustee nor the Administrator is able to locate a qualified successor, (ii) the Administrator at its option advises the Indenture Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Owners of Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Indenture Trustee and the Clearing Agency Participants through the Clearing Agency, in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then, in each case, the Indenture Trustee shall notify all Note Owners of the related Class of Notes through the Clearing Agency of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such inst ructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes of a Class, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders hereunder.

Section 2.12. Release of Collateral. Subject to Section 11.01 and the terms of the other Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (except in the case of a full redemption under Section 10.01) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

Section 2.13. Tax Treatment. The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes

including federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Owner Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes for all purposes including federal, state and local income, single business and franchise tax purposes as indebtedness.

Section 2.14. Employee Benefit Plans. The transfer of a Definitive Note shall not be registered unless the prospective transferee has represented in

writing to the Indenture Trustee that either (i) it is not a Benefit Plan or any other plan subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) and is not acting on behalf of or investing the assets of a Benefit Plan or any other plan subject to Similar Law or (ii) its acquisition, holding and disposition of the Definitive Note will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it will be covered by a United States Department of Labor prohibited transaction class exemption or by some other applicable statutory or administrative exemption and will not cause a nonexempt violation of any Similar Law. Any Person that acquires a beneficial interest in a Book-Entry Note with the assets of a Benefit Plan shall be deemed to make the same representations as set forth above in this Section 2.14.

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ARTICLE III

COVENANTS

Section 3.01. Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in

accordance with the terms of the Notes and this Indenture. Without limiting the foregoing, subject to Section 8.02(c), the Issuer will cause to be distributed all amounts on deposit in the Note Distribution Account on a Payment Date deposited therein in accordance with Section 8.02(d). Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

Section 3.02. Maintenance of Office or Agency. The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency

where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to ma intain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands, provided that the Indenture Trustee shall not serve as an agent or office for the purpose of service of process on behalf of the Issuer.

Section 3.03. Money for Payments to be Held in Trust. As provided in Sections 5.04 and 8.02, all payments of amounts due and payable with respect

to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account pursuant to Section 8.02(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section.

On or before the Business Day immediately preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Collection Account (to be transferred to the Note Distribution Account on the related Payment Date) an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee in writing of its action or failure so to act.

The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:

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(i) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until

such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Indenture Trustee notice of any default by the Issuer (or any other obligor upon the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(iii) at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall bereleased from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid to the Issuer on Issuer Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and written direction of the Issuer cause to be pu blished once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to or for the account of the Issuer. The Indenture Trustee shall also adopt and employ, at the expense and written direction of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).

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Section 3.04. Existence. The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of

Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Owner Trust Estate, including all licenses required under the Pennsylvania Motor Vehicle Sales Finance Act and Maryland Code Financial Institutions, Title 11, Subtitle 4, as applicable, in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby until such time as the Issuer shall terminate in accordance with the terms hereof.

Section 3.05. Protection of Owner Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty] to be prior to all other liens in respect of the Owner Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders [and the Swap Counterparty], a first lien on and a first priority, perfected security interest in the Owner Trust Estate. The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Administrator and delivered to the Issuer, and will take such other action necessary or advisable to:

(i) grant more effectively any portion of the Owner Trust Estate;

(ii) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;

(iv) enforce any of the Collateral;

(v) preserve and defend title to the Owner Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Owner Trust Estate against the claims of all persons and parties; or

(vi) pay all taxes or assessments levied or assessed upon the Owner Trust Estate when due.

Section 3.06. Opinions as to Owner Trust Estate.

(a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee’s first priority perfected security interest in the collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

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(b) Within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three months after

the Cutoff Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Indenture Trustee’s first priority perfected security interest in the collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest.

Section 3.07. Performance of Obligations; Servicing of Receivables.

(a) The Issuer will not take any action and will use its best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Owner Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the other Basic Documents or such other instrument or agreement.

(b) The Issuer may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.

(c) The Issuer will and will cause the Administrator to, punctually perform and observe all of its obligations and agreements contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Owner Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the written consent of the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision.

(d) If the Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly provide written notice to a Responsible Officer of the Indenture Trustee and to the Administrator thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. The Administrator shall, in accordance with Section 1.02(c) of the Administration Agreement, make such notice availabl e to each Rating Agency.

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(e) As promptly as possible after the giving of notice of termination to the Servicer of the Servicer’s rights and powers pursuant to Section 7.01 of

the Sale and Servicing Agreement, the Indenture Trustee shall appoint a Successor Servicer, and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may resign as the Servicer by giving written notice o f such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Indenture Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables] and (ii) enter into a servicing agreement with the Issuer and the Seller having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after th e delivery of the notice referred to above, the Issuer shall not have obtained such a new servicer, the Indenture Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Issuer may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 7.02 of the Sale and Servicing Agreement, the Issuer and the Seller shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article Six shall be inappli cable (except as set forth in the proviso contained in Section 6.01(a)) to the Indenture Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Servicer any one of its Affiliates or agents, provided that it shall be fully liable for the actions and omissions of such Affiliate or agent in such capacity as Successor Servicer.

(f) Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify a Responsible Officer of the Indenture Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Indenture Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer.

Section 3.08. Negative Covenants. So long as any Notes are Outstanding, the Issuer shall not:

(i) except as expressly permitted by Section 3.10(b) and the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Owner Trust Estate, unless directed to do so by the Indenture Trustee;

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(ii) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld

from such payments under the Code or applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Owner Trust Estate;

(iii) (A) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (B) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Owner Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operatio n of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (C) permit the lien created by this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Owner Trust Estate; or

(iv) dissolve or liquidate in whole or in part.

Section 3.09. Annual Statement as to Compliance.

(a) The Issuer will deliver to the Indenture Trustee, within [ ] days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended March 31, [ ]), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

(i) a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and

(ii) to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.

(b) On or before June 1st of each calendar year in which a Form 10-K is required to be filed on behalf of the Issuer, commencing in [ ], the Indenture Trustee shall deliver to the Issuer and the Administrator a report regarding the Indenture Trustee’s assessment of compliance with each of the Servicing Criteria specified on Exhibit C hereto during the immediately preceding reporting year accompanied by an attestation report by a registered public accounting firm, in each case as required under Rules 13a-18 and 15d-18 of the Exchange Act and Ite m 1122 of Regulation AB. Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified on Exhibit C hereto.

Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms.

(a) The Issuer shall not consolidate or merge with or into any other Person, unless:

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(i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the

laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture, and each other Basic Document, on the part of the Issuer to be performed or observed;

(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;

(v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such consolidation or merger comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

(b) The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Owner Trust Estate, to any Person (except as expressly permitted by the Basic Documents), unless:

(i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, ti tle and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

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(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such

transaction will not have any material adverse federal tax consequence to the Issuer, any Noteholder or any Certificateholder;

(v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

(vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Section 3.11. Successor or Transferee.

(a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.

(b) Upon a conveyance or transfer of all of the properties or assets of the Issuer pursuant to Section 3.10(b), the Issuer will be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that the Issuer is to be so released.

Section 3.12. No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto.

Section 3.13. No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for (i) the Notes and (ii) any other indebtedness permitted by or arising under the other Basic Documents.

Section 3.14. Servicer’s Obligations. The Issuer shall cause the Servicer to comply with Sections 3.10, 3.11, 3.12, 4.10 and Article Eight of the Sale and Servicing Agreement.

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Section 3.15. Guarantees, Loans, Advances and Other Liabilities. Except as contemplated by the Basic Documents, the Issuer shall not make any

loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

Section 3.16. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets

(either realty or personalty). Section 3.17. Removal of Administrator. So long as any Notes are Outstanding, the Issuer shall not remove the Administrator without cause unless

the Rating Agency Condition shall have been satisfied in connection with such removal. Section 3.18. Restricted Payments. Except as expressly permitted by the Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any

dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; p rovided, however, that the Issuer may make, or cause to be made, (a) distributions as contemplated by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement, (b) payments to the Indenture Trustee pursuant to Section 1.02(b)(ii) of the Administration Agreement [and (c) payments to the Swap Counterparty pursuant to the Swap Agreement, the Indenture or the Sale and Servicing Agreement.] The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the Basic Documents.

Section 3.19. Notice of Events of Default. The Issuer shall give a Responsible Officer of the Indenture Trustee[, the Swap Counterparty] and each

Rating Agency prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement.

Section 3.20. Further Instruments and Acts. Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and

do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. Section 3.21. Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would,

individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any Basic Document.

Section 3.22. Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 9.01 of

the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Indenture Trustee or the Holders of the Notes consent to amendments thereto as provided therein.

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ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (i)

rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12, 3.13, 3.20 and 3.22, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of Not eholders [and the Swap Counterparty] as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on written demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when

(i) either

(A) all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation [and the Swap Agreement has been terminated and all Swap Payments Outgoing and, if applicable, any Swap Termination Payments owed by the Issuer to the Swap Counterparty have been paid, each as notified in writing by the Administrator to the Indenture Trustee]; or

(B) all Notes not theretofore delivered to the Indenture Trustee for cancellation

(1) have become due and payable,

(2) will become due and payable at the Class A-4 Final Payment Date within one year, or

(3) are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving

of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer,

and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the related Final Payment Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be[, and all amounts due to the Swap Counterparty, as determined by the Administrator];

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(ii) the Issuer has paid or performed or caused to be paid or performed all amounts and obligations which the Issuer may owe to or on behalf of the

Indenture Trustee for the benefit of the Noteholders [and Swap Counterparty, including Swap Termination Payments (as determined by the Administrator)], under this Indenture or the Notes; and

(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01 (a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Section 4.02. Application of Trust Money. All monies deposited with the Indenture Trustee pursuant to Section 4.01 shall be held in trust in a segregated non-interest bearing account and applied by it, (a) in accordance with the provisions of the Notes, the Sale and Servicing Agreement and this Indenture, to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds of the Issuer except to the extent required herein or in the Sale and Servicing Agreement or required by law and (b) in accordance with instructions from the Administrator, on which instructions the Indenture Trustee may conclusively rely[, which instructions shall provide for Swap Payments Outgoing or Swap Termination Payment due to the Swap Counterparty].

Section 4.03. Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further liability with respect to such monies.

ARTICLE V

REMEDIES

Section 5.01. Events of Default. “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

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(i) default by the Issuer in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a

period of five days;

(ii) default by the Issuer in the payment of the principal of or any installment of the principal of any Note at the Final Payment Date for such Class of Notes;

(iii) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), or any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, fo r a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(iv) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Owner Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Owner Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or

(v) the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Owner Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to a Responsible Officer of the Indenture Trustee [and the Swap Counterparty], within five days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time would become an Event of Default under clause (iii) above, its status and what action the Issuer is taking or proposes to take with respect thereto.

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Section 5.02. Acceleration of Maturity, Rescission and Annulment. (a) If an Event of Default should occur and be continuing, then and in every such case the Indenture Trustee or the Holders of Notes representing

not less than a majority of the Outstanding Amount may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.

(b) At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article provided, the Holders of Notes representing a majority of the Outstanding Amount, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(A) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder [(including all payments payable to the Swap Counterparty under the Swap Agreement)] or upon such Notes if the Event of Default giving rise to such acceleration had not occurred;

(B) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and

advances of the Indenture Trustee and its agents and counsel; and

(C) [any Swap Payments Outgoing and any Swap Termination Payments when due and payable to the Swap Counterparty under the Swap Agreement; and]

(ii) all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured

or waived as provided in Section 5.12. No such rescission shall affect any subsequent default or impair any right consequent thereto.

Section 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuer covenants that if the Notes are accelerated following the occurrence of an Event of Default, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the whole amount then due and payable on such Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at the related Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and co unsel.

(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree and may enforce the same against the Issuer or other obligor upon such Notes and collect in the manner provided by law out of the property of the Issuer or other obligor upon such Notes, wherever situated, the monies adjudged or decreed to be payable.

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(c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, in its discretion,

proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Owner Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such othe r obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders[, the Swap Counterparty] and of the Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee[, the Swap Counterparty] or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors and its property;

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and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders [and the Swap Counterparty], to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes [or the Swap Counterparty], may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes [and the Swap Counterparty].

(g) In any Proceedings brought by the Indenture Trustee (including any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.04. Remedies, Priorities.

(a) If an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Sections 5.02 and 5.05):

(i) institute Proceedings in its own name and/or as trustee of an express trust for the collection of all amounts then payable on the Notes[, to the Swap Counterparty] or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer[, the Swap Counterparty] and any other obligor upon such Notes monies adjudged due;

(ii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Owner Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and any other remedy available to the Indenture Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee on behalf of the Noteholders under this Indenture; and

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(iv) sell the Owner Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any

manner permitted by law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Owner Trust Estate following an Event of Default, other than an Event of Default described in Section 5.01(i) or (ii), unless (A) the Holders of 100% of the Outstanding Amount [and the Swap Counterparty] consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and Certificateholders are sufficient to discharge in full all amounts then due and unpaid upon such Notes and Certificates for principal and interest [and all amounts due to the Swap Counterparty under the Swap Agreement] or (C) the Indenture Trustee determines that the Owner Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes and Certificates as would have become due if the Notes and Certificate s had not been declared due and payable [and to pay amounts due to the Swap Counterparty], and the Indenture Trustee obtains the consent of Holders of 100% of the Outstanding Amount [and the Swap Counterparty]. In determining such sufficiency or insufficiency with respect to clause (B) and (C) above, the Indenture Trustee may, but need not, obtain, at the expense of the Issuer, and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.

(b) If the Indenture Trustee collects any money or property pursuant to this Article, it shall pay out the money or property in the following order and priority:

(i) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any amounts due under the Trust Agreement or Section 6.07 hereof;

(ii) to the Servicer, for amounts due and unpaid in respect of Nonrecoverable Advances under the Sale and Servicing Agreement;

(iii) to the Servicer, for amounts due and unpaid in respect of the Total Servicing Fee under the Sale and Servicing Agreement;

(iv) [to the Swap Counterparty, amounts due and unpaid in respect of Swap Payments Outgoing, if any;]

(v) [pro rata,] to (a) the Holders of the Notes of each Class, the Note Interest Distributable Amount ratably in proportion to the Note Interest Distributable Amount for each Class at their respective Interest Rates [and (b) the Swap Counterparty, amounts due in respect of any Senior Swap Termination Payments];

(vi) to the Holders of Class A-1 Notes, the outstanding principal amount of the Class A-1 Notes, until the Class A-1 Notes are paid in full;

(vii) to the Holders of the Class A-2, Class A-3 and Class A-4 Notes, pro rata in proportion to the Outstanding principal amount of each Class, until the Class A-2, Class A-3 and Class A-4 Notes are paid in full;

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(viii) to the Certificate Distribution Account for distribution to the Holders of the Trust Certificates, the Certificate Interest Distributable Amount;

(ix) to the Certificate Distribution Account for distribution to the Holders of the Trust Certificates, the outstanding principal amount of the Trust

Certificates;

(x) [to the Swap Counterparty, amounts due and unpaid in respect of Subordinate Swap Termination Payments, if any; and]

(xi) to the Seller, any remaining amount. The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.

Section 5.05. Optional Preservation of the Receivables. If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Owner Trust Estate. It is the desire of the parties hereto, [the Swap Counterparty and] the Noteholders that there be at all times sufficient funds for the payment of any [obligations under the Swap Agreement to the Swap Counterparty and] principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Owner Trust Estate. In determining whether to maintain possession of the Owner Trust Estate, the Indenture Trustee may, but need not, obtain, at the expense of the Issuer, and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Owner Trust Estate for such purpose.

Section 5.06. Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(ii) the Holders of not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request;

(iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

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(v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of a

majority of the Outstanding Amount. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.

In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than a majority of the Outstanding Amount, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. The Indenture Trustee shall not be liable for any such determination made in good faith.

Section 5.07. Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.

Section 5.08. Restoration of Rights and Remedies. If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or

remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Pro ceeding had been instituted.

Section 5.09. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee[, the Swap

Counterparty] or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10. Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee or any Holder of any Note to exercise any right or

remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

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Section 5.11. Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the

time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(i) such direction shall not be in conflict with any rule of law or with this Indenture;

(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount;

(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and

(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.

Section 5.12. Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the

Holders of Notes of not less than a majority of the Outstanding Amount may waive any past Default or Event of Default and its consequences except a Default (i) in payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall respectively be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture.

Section 5.13. Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s acceptance thereof shall be

deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and reasonable expenses, against any part y litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount or (iii) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

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Section 5.14. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist

upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit t he execution of every such power as though no such law had been enacted.

Section 5.15. Action on Notes. The Indenture Trustee’s right to seek and recover judgment on the Notes[, the Swap Agreement] or under this

Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Owner Trust Estate or upon any of the assets of the Issuer. Any money or property c ollected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.16. Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action

as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer [and the Swap Counterparty], as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement [and the Swap Agreement] in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of 66 2/3% of the Outstanding Amount shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer [and the Swap Counterparty] under or in connection with the Sale and Servicing Agreement [and the Swap Agreement], including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer [and the Swap Counterparty], as applicable, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement [and Swap Agreement], as applicable, and any right of the Issuer to take such action shall be suspended.

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ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01. Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the

Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs; provided, however, that if the Indenture Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Indenture Trustee in performing such duties shall use the degree of care and skill customarily exercised by a prudent institutional servicer with respect to installment sale contracts that it servic es for itself or others.

(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge:

(i) the Indenture Trustee shall undertake to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; and

(ii) in the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, the Indenture Trustee shall examine the certificates and opinions specifically required to be furnished pursuant to any provision of this Agreement to determine whether or not they conform to the requirements of this Indenture.

(c) The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of Section 6.01(b);

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.

(d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

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(f) Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this

Indenture or the Sale and Servicing Agreement.

(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.

(i) The Indenture Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer shall have actual knowledge of such Event of Default or (ii) written notice of such Event of Default shall have been received by a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture.

(j) The Indenture Trustee shall have no duty (A) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (B) to see to any insurance, (C) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Owner Trust Estate, or (D) to confirm or verify the contents of any reports or certificates of the Servicer delivere d to the Indenture Trustee pursuant to this Indenture believed by the Indenture Trustee to be genuine and to have been signed or presented by the proper party or parties.

Section 6.02. Rights of Indenture Trustee.

(a) Except as otherwise provided in the second succeeding sentence, the Indenture Trustee may conclusively rely on, and shall be protected in acting or refraining from acting upon, any resolution, Officer’s Certificate, Opinion of Counsel, certificate of auditors, Independent Certificate or any other document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact, calculation or matter stated in the document. Notwithstanding the foregoing, the Indenture Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Indenture Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine them to determine whether they comply as to form to the requirements of this Indenture.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

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(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through

agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.

(e) The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(f) The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities which may be incurred therein or thereby; provided, however, nothing contained herein shall, however, relieve the Indenture Trustee of the obligation, upon the occurrence of an Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge (which has not been cured), to exercise such of the rights and powers vested in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(g) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable in the performance of such act for other than its negligence or willful misconduct.

(h) The Indenture Trustee shall not be required to give any bond or surety in respect of the execution of the Owner Trust Estate created hereby or the powers granted hereunder.

(i) All rights of action and claims under this Indenture or the Note may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, any such proceeding instituted by the Indenture Trustee shall be brought in its own name or in its capacity as Indenture Trustee. Any recovery of judgment shall, after provision for the payments to the Indenture Trustee provided for in Section 6.07, be for the ratable benefit of the Noteholders in respect of which such judgment has been recovered.

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

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Section 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee

of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

Section 6.04. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or

adequacy of this Indenture, [the Swap Agreement,] the Owner Trust Estate or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication. The Indenture Trustee shall have no responsibility for filing any financing or contin uation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Indenture.

Section 6.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Indenture Trustee, the

Indenture Trustee shall mail to each Noteholder [and the Swap Counterparty] notice of the Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.

Section 6.06. Reports by Indenture Trustee to Holders. The Indenture Trustee shall make available to each Noteholder such information as may be

required to enable each Noteholder to prepare its respective federal and state income tax returns. The Indenture Trustee will make documents or information which it is required to provide available to the Noteholders, including, without limitation, the Servicer’s Certificate (as such term is defined in the Sale and Servicing Agreement), and the Indenture Trustee will post at [ & #160; ] information regarding principal and interest due and paid on the Notes. The Indenture Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes; provided, however, that the Indenture Trustee will also mail copies of any such statements to any Noteholders who so request in writing.

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Section 6.07. Compensation and Indemnity. The Issuer shall, or shall cause the Administrator to, (i) pay to the Indenture Trustee from time to time

reasonable compensation for its services, which compensation shall not be limited by any law on compensation of a trustee of an express trust, (ii) reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including without limitation, costs of collection, in addition to the compensation for its services, which expenses shall include the reasonable compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counse l, accountants and experts and (iii) indemnify the Indenture Trustee and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder not resulting from its own willful misconduct, negligence or bad faith. The Indenture Trustee shall notify the Issuer and the Administrator promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The indemnities contained in this Section 6.07 shall survive the resignation or removal of the Indenture Trustee or the termination of this Indenture. Absent an Event of Default, in the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section 6.0 7, the Indenture Trustee’s choice of legal counsel shall be subject to the approval of the Depositor (or if the Depositor is no longer an owner, the designee of the Depositor), which approval shall not be unreasonably withheld, conditioned, delayed or denied. Neither the Issuer nor the Administrator need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee (1) through the Indenture Trustee’s own willful misconduct, negligence or bad faith or (2) in the case of the inaccuracy of any representation or warranty contained in Section 6.13 expressly made by the Indenture Trustee.

The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture and the resignation or discharge of the Indenture Trustee and shall extend to any co-trustee or separate trustee appointed pursuant to Section 6.10 hereunder. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01 (iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.

Anything in this Indenture to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, other than interest due but not paid on the Notes), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.08. Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section. The Indenture Trustee may resign at any time by so notifying the Issuer [and the Swap Counterparty]. Noteholders representing a majority of the Outstanding Amount may remove the Indenture Trustee at any time and appoint a successor Indenture Trustee by so notifying the Indenture Trustee in writing. The Issuer shall remove the Indenture Trustee if:

(i) the Indenture Trustee fails to comply with Section 6.11;

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(ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state

banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or ordering the winding-up or liquidation of the Indenture Trustee’s affairs, provided any such decree or order shall have continued unstay ed and in effect for a period of 30 consecutive days;

(iii) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official for the Indenture Trustee or for any substantial part of the Indenture Trustee’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or

(iv) the Indenture Trustee otherwise becomes incapable of acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.

A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee[, the Swap Counterparty] and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to the Noteholders [and the Swap Counterparty]. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to the provisions of this Section shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section and payment of all fees and expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.

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Section 6.09. Successor Indenture Trustee by Merger. If the Indenture Trustee consolidates or merges with, converts or transfers all or substantially

all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation shall, without any further act, be the successor Indenture Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall provide the Administrator prior written notice of any such transaction, and in accordance with Section 1.02(c) of the Admini stration Agreement, the Administrator will make such notice available to each Rating Agency.

In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force as is provided anywhere in the Notes or in this Indenture that the certificate of the Indenture Trustee shall have.

Section 6.10. Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Owner Trust Estate may at the time be located, the Indenture Trustee and the Administrator, acting jointly, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Owner Trust Estate or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligation s, rights and trusts as the Indenture Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after its receipt of a request to do so, the Indenture Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08.

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

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

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(ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and

(iii) the Indenture Trustee and the Administrator may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and

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

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

Section 6.11. Eligibility, Disqualification. The Indenture Trustee shall at all times satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least [ ] by [ ] and [ ] by [ ]. The Indenture Trustee shall comply with TIA § 310(b); provided, however, that there shall be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA § 310(b)(1) are met.

In the event that, (A) the Indenture Trustee (i) or any of its directors or executive officers is an underwriter, or (ii) directly or indirectly, controls or is controlled by, or is in common control with, an underwriter; and (B) an Event of Default occurs, the Indenture Trustee shall comply with TIA § 310(b). For this purpose only and pursuant to TIA § 310(b), an “underwriter” means any person who, within one year prior to the occurrence of the Event of Default, was an underwriter of any of the notes outstanding at the time of such Event of Default.

Section 6.12. Preferential Collection of Claims Against Issuer. The Indenture Trustee shall comply with TIA § 311 (a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 31l(a) to the extent indicated.

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Section 6.13. Representations and Warranties of Indenture Trustee. The Indenture Trustee hereby makes the following representations and

warranties on which the Issuer and Noteholders shall rely:

(i) it is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America;

(ii) it has full power, authority and legal right to execute, deliver, and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture;

(iii) assuming the necessary authorization, execution and delivery thereof by the other parties thereto, the duties and obligations of the Indenture Trustee under the Indenture constitute the valid, legal and binding obligations of the Indenture Trustee enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar laws or equitable principles limiting creditors’ rights generally, and provided that no representation is expressed as to the availability of equitable remedies;

(iv) that to the best knowledge of the Indenture Trustee, the Indenture Trustee is not in breach of or default under any law or administrative rule or regulation of the United States of America, or any department, division, agency or instrumentality thereof, or any applicable court or administrative decree or order, and which would materially impair the ability of the Indenture Trustee to perform its obligations under the Indenture; and

(v) that to the best knowledge of the Indenture Trustee, no authorization, consent or other order of any state or federal government authority or agency having jurisdiction over the trust powers of the Indenture Trustee are required to be obtained by the Indenture Trustee for the valid authorization, execution and delivery by the Indenture Trustee of the Indenture or the authentication of the Notes.

Section 6.14. [Interest Rate Swap Provisions. The Issuer has entered into the Swap Agreement, in a form satisfactory to the Rating Agencies, to hedge the floating rate interest expense on the Class A-[_] Notes and Class A-[_] Notes. The Issuer may, from time to time, enter into one or more replacement Swap Agreements in the event that any Swap Agreement is terminated prior to its scheduled expiration pursuant to a Swap Event of Default or a Swap Termination Event. All Swap Payments Outgoing owed by the Issuer to the Swap Counterparty will rank senior to interest payments on the Notes.

(i) The Indenture Trustee, in accordance with written instructions it receives from the Administrator, shall remit all Swap Payments Outgoing and any Swap Termination Payments payable to the Swap Counterparty and collect Swap Payments Incoming and any Swap Termination Payments payable by the Swap Counterparty, it being understood that the Indenture Trustee has no obligation to monitor the Swap Agreement and payments thereunder and, in all cases, the Indenture Trustee may conclusively rely on the written instructions it receives from the Administrator to remit or collect funds under the Swap Agreement.

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(ii) Upon the occurrence of (i) any Swap Event of Default arising from any action taken, or failure to act, by the Swap Counterparty, or (ii) any

Swap Termination Event (except as described in the following sentence) with respect to which the Swap Counterparty is an Affected Party (as defined in the Swap Agreement), and upon notification of such Swap Event of Default or Swap Termination Event to the Indenture Trustee, the Indenture Trustee may and will, at the direction of the Holders of at least 66 2/3% of the Outstanding Amount of the Class A-1, Class A-2, Class A-3 and Class A-4 Notes, acting together as a single Class, designate a Swap Termination with respect to the Swap Agreement of two (2) Business Days after receipt of notice of such event. If a Swap Termination Event occurs as a result of the insolvency or bankruptcy of the Issuer or the Swap Counterparty, the Indenture Trustee will designate a Swap Termination of two (2) Business Days after receipt of notice of such event.

(iii) The Indenture Trustee may enter into any amendment of the Swap Agreement (A) to cure any ambiguity or mistake, (B) to correct any defective provisions or to correct or supplement any provision contained in the Swap Agreement which may be inconsistent with any other provision in the Swap Agreement or in this Indenture or (C) to add any other provisions with respect to matters or questions arising under the Swap Agreement; provided, in the case of any such amendment pursuant to this subclause (iii), that such amendment will not adversely affect in any material respect the interest of any Holder of the Notes or the Swap Counterparty. The amendment shall be deemed not to adversely affect in any mater ial respect the interests of any Holder of the Notes if the Rating Agency Condition is satisfied.

(iv) At least five days before the effective date of any proposed amendment or supplement to the Swap Agreement, the Administrator shall provide the Rating Agencies with a copy of such amendment or supplement. Unless the amendment or supplement is for the purpose of clarifying any term or provision, correcting any inconsistency, curing any ambiguity, or correcting any typographical error in the Swap Agreement, an amendment or supplement to the Swap Agreement will be effective only after satisfaction of the Rating Agency Condition.

(v) The Administrator shall notify the Swap Counterparty of any proposed amendment or supplement to any of the Basic Documents. If such proposed amendment or supplement would adversely affect any of the Swap Counterparty’s rights or obligation under the Swap Agreement or modify the obligations of, or impair the ability of the Issuer to fully perform any of its obligations under the Swap Agreement, the Administrator shall obtain the consent of the Swap Counterparty prior to the adoption of such amendment of supplement, provided, the Swap Counterparty’s consent to any such amendment or supplement shall not be unreasonably withheld, and provided further, the Swap Counterparty’s consent will be deemed to have been given if the Swap Counterparty does not object in writing within ten Business Days of receipt of a written request for such consent.]

ARTICLE VII

NOTEHOLDERS’ LISTS AND REPORTS

Section 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders. If Definitive Notes are issued, the Issuer will furnish or cause to be furnished to the Indenture Trustee (i) not more than five days after the earlier of (a) each Record Date and (b) three months after the last Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of such Record Date, and (ii) at such other times as the Indenture Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such list shall be required to be furnished.

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Section 7.02. Preservation of Information; Communications, Reports and Certain Documents to Noteholders.

(a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes

contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished.

(b) Noteholders may communicate pursuant to TIA § 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.

(c) The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA § 312(c).

(d) The Indenture Trustee will provide to Securityholders the reports, certificates, opinions and documents specified in Section 3.15 of the Sale and Servicing Agreement, upon written request to the Indenture Trustee.

(e) The Indenture Trustee shall provide prompt notice to American Honda Finance Corporation and American Honda Receivables LLC (each, a “Honda Party,” and together, the “Honda Parties”) of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable for breach of the representations and warranties concerning such Receivable. The Indenture Trustee shall, upon written request of either Honda Party, provide notification to the Honda Parties with respect to any actions taken by the Indenture Trustee with respect to any such demand communicated to the Indenture Trustee in respect of any Receivables, such notifications to be provided by the Indenture Trust ee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Indenture Trustee and the applicable Honda Party. Such notices shall be provided to the Honda Parties at (i) American Honda Finance Corporation, 20800 Madrona Avenue, Torrance, CA 90503, Attention: President, or at such other address or by such other means of communication as may be specified by American Honda Finance Corporation to the Indenture Trustee from time to time, and (ii) American Honda Receivables LLC, 20800 Madrona Avenue, Torrance, California 90503, Attention: President, or at such other address or by such other means of communication as may be specified by American Honda Receivables LLC to the Indenture Trustee from time to time. The Indenture Trustee and the Issuer acknowledge and agree that the purpose of this Section 7.02(e) is to facilitate compliance by the Honda Parties with Rule 15Ga-1 under the Securities Exchange Act of 1934, as amended, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). The Indenture Trustee acknowledges that interpretations of the requirements of the Repurchase Rules and Regulations may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Honda Parties in good faith for delivery of information under these provisions on the basis of evolving interpretations of the Repurchase Rules and Regulations. The Indenture Trustee shall cooperate fully with the Honda Parties to deliver any and all records and any other information necessary in the good faith determination of the Honda Parties to permit them to comply with the provisions of Repurchase Rules and Regulations. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required to b e made by a securitizer under the Securities Exchange Act of 1934, as amended, or Regulation AB.

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Section 7.03. Reports by Issuer.

(a) The Issuer shall:

(i) file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and

the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

(iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA § 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on March 31 of each year.

Section 7.04. Reports by Indenture Trustee. If required by TIA § 313(a), within 60 days after each [ ] beginning with [ ], the Indenture Trustee shall mail to each Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA § 313(a). ; The Indenture Trustee also shall comply with TIA § 313(b).

A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed. The Issuer shall promptly notify the Indenture Trustee in writing if and when the Notes are listed on any stock exchange and of any delisting thereof.

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ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01. Collection of Money. Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and

shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of t he Owner Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article Five.

Section 8.02. Accounts.

(a) Pursuant to Section 4.01 of the Sale and Servicing Agreement, there has been established and there shall be maintained an Eligible Account (initially at [ ]) in the name, and under the sole dominion and control, of the Indenture Trustee until the Outstanding Amount has been reduced to zero, and thereafter, in the name, and under the sole dominion and control, of the Owner Trustee, which is designated as the Yield Supplement Account.

(b) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Indenture Trustee, Eligible Accounts for the benefit of the (i) Securityholders [and the Swap Counterparty], the Collection Account and the Yield Supplement Account, and (ii) Noteholders, the Note Distribution Account and the Reserve Fund as provided in Section 4.01 of the Sale and Servicing Agreement.

(c) On or before each Payment Date, with respect to the preceding Collection Period, all amounts required to be deposited in the Collection Account will be deposited as provided in Sections 4.02 and 4.05 of the Sale and Servicing Agreement. On or before each Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 4.06 and 4.07 of the Sale and Servicing Agreement will be transferred from the Collection Account, the Reserve Fund and/or the Yield Supplement Account to the Note Distribution Account.

(d) On each Payment Date and Redemption Date, the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to Noteholders, in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium), in the amounts and order as set forth in the Servicer’s Certificate which shall be in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):

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(i) the Note Interest Distributable Amount; provided, that if there are not sufficient funds in the Note Distribution Account to pay the allocable

portion of the Note Interest Distribution Amount with respect to each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such amount pro rata on the basis of the total Note Interest Distributable Amount due on the Notes;

(ii) the Note Principal Distributable Amount (first to the Class A-1 Notes until the Class A-1 Notes are paid in full, second to the Class A-2 Notes until paid in full, third to the Class A-3 Notes until paid in full, and fourth to the Class A-4 Notes until paid in full);

(iii) notwithstanding clause (ii) above, on each Payment Date after the Notes have been accelerated as provided in Section 5.02(a) following the occurrence of an Event of Default, until such time as the Notes have been paid in full, the Note Principal Distributable Amount shall be paid first to the Class A-1 Notes until the Class A-1 Notes are paid in full and then to the Class A-2, Class A-3 and Class A-4 Notes on a pro rata basis based on the Outstanding Amount of each such Class of Notes; and

(iv) in the event that there are insufficient funds in the Note Distribution Account, an amount will be withdrawn from the Reserve Fund pursuant to Section 4.07(b) of the Sale and Servicing Agreement.

The Indenture Trustee shall, subject to Article VI, make the distributions on the Notes in a manner consistent with the Servicer’s Certificate and will, upon the request of the Issuer, confirm to the Issuer that it has made such payments in accordance with the Servicer's Certificate.

Section 8.03. General Provisions Regarding Accounts.

(a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Accounts shall be invested in Eligible Investments and reinvested by the Indenture Trustee upon the written direction of the Servicer, subject to the provisions of Section 4.01(b) of the Sale and Servicing Agreement. Except as otherwise provided in Section 4.01(b) of the Sale and Servicing Agreement, all income or other gain from investments of monies deposited in the Accounts shall be paid to the Servicer, and any loss resulting from such investments shall be charged to the related Account.

(b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

(c) If (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Accounts to the Indenture Trustee by 2:00 P.M., New York Time (or such other time as may be agreed by the Issuer and the Indenture Trustee) on any Business Day or (ii) to the knowledge of a Responsible Officer of the Indenture Trustee a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 or (iii) if such Notes shall have been declared due and payable following an Event of Default but amounts collected or receivable from the Owner Trust Estate are being applied in accordance with Section 5.0 5 as if there had not been such a declaration, then the Indenture Trustee upon actual knowledge by a Responsible Officer of such event shall, in the case of clause (i) above, maintain such funds in cash or, in the case of clauses (ii) or (iii) above, to the fullest extent practicable, invest and reinvest funds in the Accounts in the Eligible Investment listed in clause (vii) of the definition thereof.

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Section 8.04. Release of Owner Trust Estate.

(a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this

Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies.

(b) The Indenture Trustee shall, at such time as there are no Notes Outstanding, [all sums due to the Swap Counterparty and] all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining portion of the Owner Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. Such release shall be deemed to have been made upon completion of the requirements set forth in the foregoing sentence.

Section 8.05. Opinion of Counsel. The Indenture Trustee shall receive at least seven days written notice when requested by the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security fo r the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Owner Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.

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ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Holders of any Notes [or the Swap Counterparty] but with prior notice from the Administrator to each Rating

Agency, the Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

(i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject additional property to the lien of this Indenture;

(ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;

(iii) to add to the covenants of the Issuer, for the benefit of the Holder of any Notes, or to surrender any right or power herein conferred upon the Issuer;

(iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the other Basic Documents or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not adversely affect the interests of the Holders of the Notes [or the Swap Counterparty];

(vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes [and the Swap Counterparty] and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six; or

(vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.

The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.

(b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice from the Administrator to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder.

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(c) [Notwithstanding the foregoing, no amendment under this Section 9.01 shall materially and adversely affect the rights or obligations of the

Swap Counterparty under this Indenture (as evidenced by an Opinion of Counsel) unless the Swap Counterparty shall have consented in writing to such action (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of a written request for such consent).]

Section 9.02. Supplemental Indentures With Consent of Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice from the Administrator to each Rating Agency and with the written consent of the Holders of not less than a majority of the Outstanding Amount, by Act of such Holders delivered to the Issuer, the Indenture Trustee [and the Swap Counterparty] (which consent shall not be unreasonably withheld), enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modify ing in any manner the rights of the Holders of the Notes under this Indenture; provided, however[, that no such supplemental indenture shall materially and adversely affect the rights or obligations of the Swap Counterparty under this Indenture (as evidenced by an Opinion of Counsel) unless the Swap Counterparty shall have consented in writing to such supplemental indenture (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within ten (10) Business Days after receipt of a written request for such consent); provided, further], that no such supplemental indenture shall, without the written consent of the Holder of each Outstanding Note affected thereby:

(i) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Owner Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any su ch amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);

(ii) reduce the percentage of the Outstanding Amount, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;

(iii) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(iv) reduce the percentage of the Outstanding Amount required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Owner Trust Estate pursuant to Section 5.04 or amend the provisions of this Article which specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents;

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(v) modify any provision of this Section except to increase any percentage specified herein or provide that certain additional provisions of this

Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;

(vi) modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

(vii) permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Owner Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.

The Administrator shall certify to the Indenture Trustee whether or not any Notes would be affected by any supplemental indenture and any such certification shall be conclusive upon the Holders of all Notes, whether theretofore or thereafter authenticated and delivered hereunder.

It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

Section 9.03. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights , duties, liabilities or immunities under this Indenture or otherwise.

Section 9.04. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture

shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes [and the Swap Counterparty] shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supp lemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.

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Section 9.05. Conformity with Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this

Article shall conform to the requirements of the TIA as then in effect so long as this Indenture shall then be qualified under the TIA.

Section 9.06. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Out standing Notes.

ARTICLE X

REDEMPTION OF NOTES

Section 10.01. Redemption. The Outstanding Notes are subject to redemption in whole, but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the Owner Trust Estate pursuant to said Section, for a purchase price equal to the Redemption Price; provided that the Issuer has available funds sufficient to pay the Redemption Price. The Administrator shall make notice available to each Rating Agency of such redemption [and the Swap Counterparty]. If the outstanding Notes are to be redeemed pursuant to this Section, the Servicer or the Issuer shall furnis h written notice of such election to the Indenture Trustee not later than 30 days prior to the Redemption Date and the Issuer shall deposit by 8:00 A.M., Los Angeles time, on the Redemption Date with the Indenture Trustee in the Note Distribution Account the Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.

Section 10.02. Form of Redemption Notice. Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, by electronic mail in accordance with Section 11.04, or by facsimile mailed or transmitted not later than ten days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address or facsimile number appearing in the Note Register.

All notices of redemption shall include the following information:

(i) the Redemption Date;

(ii) the Redemption Price;

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(iii) the CUSIP number;

(iv) the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be

maintained as provided in Section 3.02); and

(v) that on the Redemption Date, the Redemption Price will become due and payable upon each Note and that interest thereon shall cease to accrue from and after the Redemption Date. Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.

Section 10.03. Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption as required by Section 10.02, on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

ARTICLE XI

MISCELLANEOUS

Section 11.01. Compliance Certificates and Opinions, etc.

(a) Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA and except in the case of a full redemption under Section 10.01) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

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(iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable

such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(b) (i) Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01 (a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount, but such a certificate need not be furnished with r espect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

(iii) Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.

(iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property (other than property described in clauses (A) or (B) of Section 11.01 (b)(v)) released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount.

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(v) Notwithstanding Section 2.12 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other

provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Accounts as and to the extent permitted or required by the Basic Documents, so long as the Issuer shall deliver to the Indenture Trustee every six months, commencing no later than [ ] an Officer’s Certificate of the Issuer stating that all the dispositions of Collateral described in clauses (A) and (B) above that occurred during the preceding six calendar months or shorter period in the case of the first such Officer’s Certificate were in the ordinary course of the Issuer’s business and that the proceeds thereof were applied in accordance with the Basic Documents.

Section 11.02. Form of Documents Delivered to Indenture Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller, the Issuer or the Administrator, u nless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six.

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Section 11.03. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by

Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

Section 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating Agencies. Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and if such request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with:

(i) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing and mailed first-class, postage prepaid, overnight delivery service or facsimile to or with the Indenture Trustee at its Corporate Trust Office, or (as to notices sent by the Issuer to the Indenture Trustee only) if sent by electronic mail, to an address provided by the Indenture Trustee in writing, or

(ii) the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid, overnight delivery service or facsimile to the Issuer addressed to: Honda Auto Receivables 20[ ]-[ ] Owner Trust, in care of [ ], [ADDRESS], [ADDRESS], Attention: [ ], or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.

(iii) [to the Swap Counterparty at the address specified in the Swap Agreement.]

(iv) (a) Notices required to be given to each Rating Agency by the Issuer or the Administrator shall be in writing, personally delivered, couriered or mailed by certified mail, return receipt requested, electronic mail (if an address therefore has been provided by the respective party in writing) or overnight delivery service to (i) in the case of [ ], at the following address: [ADDRESS], [ADDRESS], Attention: [ & #160; ], or via email to [ ] and (ii) in the case of [ ], at the following address: [ADDRESS], [ADDRESS], Attention: [ ], or via email to [ ]; or at such other address (including electronic mail addresses) as shall be designated by written notice to the party or parties providing notice under this paragraph.

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(b) Notwithstanding subsection (iii)(a) above, notices required to be given to each Rating Agency by the Issuer or the Administrator, as the case

may be, may be made available by the Administrator through a website post, provided that the Administrator shall inform or cause each Rating Agency to be informed in writing (including by electronic mail) that a notice has been posted.

Section 11.05. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect t he sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to each Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements.

Section 11.07. Conflict with Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to

be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

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The provisions of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless

expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.

Section 11.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 11.09. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and

assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents. Section 11.10. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and

enforceability of the remaining provisions of this Indenture and the Notes shall not in any way be affected or impaired thereby. Section 11.11. Benefits of Indenture. [The Swap Counterparty shall be a third party beneficiary to the provisions of this Indenture expressly relating

to it.] Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, [the Swap Counterparty and] the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Owner Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.12. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other

provision of the Note’s or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.

Section 11.13. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS INDENTURE SHALL BE CONSTRUED IN

ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

Section 11.14. Counterparts. This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 11.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be

effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.

Section 11.16. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee[, the

Swap Counterparty] or the Indenture Trustee on [the Swap Agreement or] the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial intere st in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement as if specifically set forth herein.

Section 11.17. No Petition. The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note, hereby covenant and

agree that they will not at any time institute against the Issuer, or join in any institution against the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Basic Documents.

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Section 11.18. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the

Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested. Notwithstanding anyt hing herein to the contrary, the foregoing shall not be construed to prohibit (i) the disclosure of any and all information that is or becomes publicly known, or information obtained by the Indenture Trustee from sources other than the Servicer or the Issuer, (ii) the disclosure of any and all information (A) if required to do so by any applicable law, rule or regulation, (B) to any government agency or regulatory body having or claiming authority to regulate or oversee any aspects of the Indenture Trustee’s business or that of its affiliates, (C) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Indenture Trustee or any affiliate or an officer, director, employer or shareholder thereof is a party, (D) in any preliminary or final offering circular, registration statement or contract or other document pertaining to the transactions contemplated by the Agreement approved in advance by the Servicer o r the Issuer or (E) to any affiliate, independent or internal auditor, agent, employee or attorney of the Indenture Trustee having a need to know the same for reasons directly related to the ability of the Indenture Trustee to perform its duties hereunder, provided that the Indenture Trustee advises such recipient of the confidential nature of the information being disclosed, or (iii) any other disclosure authorized by the Servicer or the Issuer.

Section 11.19. [Limitation of Rights. All of the rights of the Swap Counterparty in, to and under this Indenture or any other Basic Document

(including, but not limited to, all of the Swap Counterparty’s rights as a third party beneficiary of this Indenture and all of the Swap Counterparty’s rights to receive notice of any action hereunder or under any other Basic Document and to give or withhold consent to any action hereunder or under any other Basic Document) shall terminate upon the termination of the Swap Agreement in accordance with the terms thereof and the payment in full of all amounts owing to the Swap Counterparty under such Swap Agreement.]

Section 11.20. Tax Treatment. Notwithstanding the foregoing or anything herein to the contrary, all persons (and their respective employees,

representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction described herein and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient relating to such tax treatment and tax structure. However, any such information relating to the tax treatment or tax structure shall be required to be kept confidential to the extent necessary to comply with any applicable securities laws .

Section 11.21. Intent of the Parties; Reasonableness.

The Indenture Trustee and Issuer acknowledge and agree that the purpose of Section 3.09 of this Agreement is to facilitate compliance by the Issuer and

the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

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Neither the Issuer nor the Administrator (acting on behalf of the Issuer) shall exercise its right to request delivery of information or other performance

under these provisions other than in good faith, or for purposes other than compliance with federal securities laws, including the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder. Each of the parties hereto agrees that (a) the obligations of the parties hereunder shall be interpreted in such a manner as to accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder will be supplemented and modified as necessary to be consistent with any such amendments, interpretive advice or guidance from the Securities and Exchange Commission, convention or consensus among active participants in the asset-backed securities markets , or otherwise in respect of the requirements of Regulation AB as they may be applied by the Securities and Exchange Commission to the Issuer in connection with the Notes and (c) the parties shall comply with reasonable requests made by or on behalf of the Issuer or the Indenture Trustee for delivery of additional or different information, to the extent such information is available, as the person requesting such information may determine in good faith is necessary for it to comply with the provisions of Regulation AB. Any and all expenses incurred by the Indenture Trustee in compliance with this Section shall be considered indemnities payable in accordance with Section 6.07 hereof.

The Issuer (or the Administrator, acting on behalf of the Issuer) shall cooperate with the Indenture Trustee by providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment of the Issuer to comply with Regulation AB.

Section 11.22. Owner Trustee. The parties hereto agree that this Agreement is executed and delivered by the Owner Trustee, not individually or personally but solely as owner trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Amended and Restated Trust Agreement dated [ ] among the Issuer, the Owner Trustee and the Delaware Trustee; each of the representations, undertakings and agreements herein made on the part of the Issuer are made and intended not as personal representations, undertakings and agreements by [ ], but are made and intended for the purpose of binding only the Issuer; and under no circumstances shall [ ] be personally liable for the inaccuracy or breach of any statements made by the Issuer in this Agreement.

Section 11.23. U.S.A. Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Indenture

Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Indenture Trustee. The parties to this Indenture agree that they will provide the Indenture Trustee with such information about the Owner Trustee as it may request in order for the Indenture Trustee to satisfy the requirements of the U.S.A. Pat riot Act.

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Section 11.24. Communications with Rating Agencies. If the Indenture Trustee shall receive any written or oral communication from any Rating

Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes, the Indenture Trustee agrees to refrain from communicating with such Rating Agency and to promptly notify the Administrator of such communication. The Indenture Trustee agrees to coordinate with the Administrator with respect to any communication received from a Rating Agency and further agrees that in no event shall the Indenture Trustee engage in any oral communication with respect to the substance of the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes, with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Administrator.

The Indenture Trustee will not be responsible for delays attributable to the Administrator’s failure to deliver any information related to any communication with a Rating Agency (with respect to this section, the “Information”), defects in the Information supplied to the Rating Agency or Administrator or other circumstances beyond the control of the Indenture Trustee. The Indenture Trustee shall be under no obligation to make any determination as to the veracity or applicability of any Information provided to it, or whether any such Information is required to be maintained on a website or other public medium.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and

duly attested, all as of the day and year first above written.

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

on behalf of the Trust, By: Name: Title: [ ], not in its individual capacity but solely as Indenture Trustee, By: Name: Title:

On [ ] before me, _______________, Notary Public, personally appeared ____________________, _______________________.

and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which such person acted, executed the instrument. WITNESS my hand and official seal.

STATE OF _ _______ ) ) ssCOUNTY OF _ ______ )

personally known to me, or

proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument,

Signature [Seal]

On [ ] before me, _______________, Notary Public, personally appeared _____________________, _______________________.

and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which such person acted, executed the instrument. WITNESS my hand and official seal.

STATE OF _ _______ ) ) ssCOUNTY OF _ ______ )

personally known to me, or

proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument,

Signature [Seal]

SCHEDULE A

SCHEDULE OF RECEIVABLES

[Delivered to Alston & Bird LLP at Closing]

SA-1

EXHIBIT A

FORM OF CLASS [A-1] [A-2] [A-3] [A-4] NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

HONDA AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST

____% ASSET BACKED NOTES, CLASS [A-1] [A-2] [A-3] [A-4]

Honda Auto Receivables 20[ ]-[ ] Owner Trust, a statutory trust organized and existing under the laws of the State of Delaware (the “Issuer”), for value

received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _____________________ Dollars ($__________), payable to the extent described in the Indenture referred to on the reverse hereof on each Payment Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on the earlier of ________________ ___, 20__ (the “Class [A-1] [A-2] [A-3] [A-4] Final Payment Date”) and the Redemption Date, if any, selected pursuant to the Indenture.

The Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), or on the Closing Date in the case of the first Payment Date or if no interest has yet been paid, subject to certain limitations contained in the Indenture. [Interest on this Class A-1 Note will accrue for each Payment Date from and including the immediately preceding Payment Date (or, in the case of the first Payment Date, the Closing Date), to but excluding such Payment Date]. [Interest on this [Class A-2,] [Class A-3,] [Class A-4] Note will accrue for each Payment Date from and including the [ ] day of the prior month (or, in the case of the first Payment Date, the Closing Date) to but excluding the [ ] day of the month of such Payment Date] and will be computed on the basis of [the actual number of days in the Interest Accrual Period with respect to the Class A-1 Notes divided by 360] [a 360-day year consisting of twelve 30-day months in the case of the Class A-2, Class A-3 and Class A-4 Notes]. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof.

REGISTERED $__________ No. R-__ CUSIP NO. _______

A-1

The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender

for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.

Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note.

Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-2

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth

below.

Date: HONDA AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, By: [ ], not in its individual

capacity but solely as Owner Trustee on behalf of the Trust,

By: Authorized Signatory

A-3

INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes designated above and referred to in the within-mentioned Indenture.

Date: [ ], not in its individual capacity but solely as Indenture Trustee,

By: Authorized Signatory

A-4

This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ___% Asset Backed Notes, Class [A- 1] [A-2] [A-3] [A-4] (the “Class

[A-1] [A-2] [A-3] [A-4] Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of the Indenture. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively, the “Notes”) are and will be equally and ratably secured by the collateral pledged as security therefore, except as provided in the Indenture or the Sale and Servicing Agreement.

Principal payable on the Notes will be paid on each Payment Date in the amount specified in the Indenture and in the Sale and Servicing Agreement. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Class [A-1] [A-2] [A-3] [A-4] Final Payment Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Class [A-1] [A-2] [A-3] [A-4] Notes shall be due and payable following the occurrence and continuance of an Event of Default, as described in the Indenture. All principal payments on the Class [A-1] [A-2] [A-3] [A-4] Notes shall be made pro rata to the Class [A-1] [A-2] [A-3] [A-4] Noteholders entitled thereto.

Payments of principal and interest on this Note due and payable on each Payment Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reductio n in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Payment Date or Redemption Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture or the Sale and Servicing Agreement, for payment in full of the remaining unpaid principal amount of this Note on a Payment Date or Redemption Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered Holder hereof as of the Record Date preceding such Payment Date or Redemption Date by notice mailed within five days of such Payment Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Indenture Trustee or at the office of the Ind enture Trustee’s agent appointed for such purposes located in The City of New York.

A-5

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note

Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee programR 21; as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Tru stee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.

Any Person that acquires a beneficial interest in this Note with the assets of a Benefit Plan or any other plan subject to a law that is substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”) shall be deemed to represent that its acquisition and holding of such beneficial interest will not give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code because it is covered by a United States Department of Labor prohibited transaction class exemption or by some other applicable statutory or administrative exemption and will not cause a nonexempt violation of any Similar Law.

The Issuer has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Owner Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer.

A-6

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee

may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes representing a majority of the Outstanding Amount of all Notes at the time Outstanding. The Indenture also contains provisions permitting the Holders of Notes representing specified percentages of the Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and bin ding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.

The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.

This Note shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.

A-7

ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee: FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints

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

(name and address of assignee)

attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ∗ Signature Guaranteed: ∗

A-8

EXHIBIT B

FORM OF NOTE DEPOSITORY AGREEMENT

[See Tab __]

B-1

EXHIBIT C

Servicing Criteria To Be Addressed In Assessment Of Compliance

The assessment of compliance to be delivered by the Indenture Trustee, shall address, at a minimum, the criteria identified below as “Applicable Servicing Criteria”:

* With respect to remittances.

Reference Criteria Cash Collection and Administration 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by

authorized personnel.

Investor Remittances and Reporting 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution

priority and other terms set forth in the transaction agreements.*

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

C-1

EXHIBIT 5.1

[Letterhead of Alston & Bird LLP]

April 25, 2011 American Honda Receivables LLC 20800 Madrona Ave. Torrance, California 90503 Re:

American Honda Receivables LLC Registration Statement on Form S-3 File No. 333-173202

Ladies and Gentlemen:

We have acted as special counsel to American Honda Receivables LLC (the “Company”), in connection with the preparation of a registration statement on Form S-3 with the registration number 333-173202 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts (each, a “Trust”) in one or more series (each, a “Series”) of Asset Backed Notes (the “Securities”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of Securities is to be issued under and pursuant to the conditions of a separate trust agreement and amended and restated trust agre ement, a sale and servicingagreement, an indenture and an administration agreement (each, an “Agreement”) among the Company, an indenture trustee (the “Indenture Trustee”), an owner trustee (the “Owner Trustee”) and one or more other entities, each to be identified in the prospectus supplement for such Series of Securities.

As such counsel, we have examined copies of the Certificate of Formation and limited liability agreement of the Company, the Registration Statement,the base prospectus (the “Prospectus”) and a form of prospectus supplement (the “Prospectus Supplement”) included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of the Company, certificates of public officials and otherdocuments and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination ofsuch materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originaldocuments of all copies submitted to us. As t o various questions of fact material to such opinions, we have relied, to the extent we deemed appropriate, uponrepresentations, statements and certificates of officers and representatives of the Company and others.

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein

concerning any law other than the federal laws of the United States of America, the laws of the State of New York and the General Corporation Law of the Stateof Delaware. We note that the Registration Statement provides that a Trust may be organized as a statutory trust under the laws of the State of Delaware, and thatthe form of amended and restated trust agreement (the “Trust Agreement”) included as Exhibit 4.1 provides that it shall be governed by the laws of such State.

Based upon and subject to the foregoing, we are of the opinion that when the issuance, execution and delivery of each Series of Notes has beenauthorized by all necessary corporate action of the Company in accordance with the provisions of the related Agreement or Agreements, and when such Noteshave been duly executed and delivered, authenticated by the Indenture Trustee and sold as described in the Registration Statement, assuming that the terms ofsuch Notes are otherwise in compliance with applicable law at such time, such Notes will constitute valid and binding obligations of the applicable Trust thereof,enforceable in accordance with their respective terms and the terms of such Agreement or Agreements. This opinion is subject to the effect of bankruptcy,insolvency, moratorium, fraudulent conveyance and similar laws relating to or affecting creditors’ rights generally and court decisions with respect thereto and we express no opinion with respect to the application of equitable principles or remedies in any proceeding, whether at law or in equity.

- 2 -

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to this firm in the Prospectus and the

Prospectus Supplement which form a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf ofthe Company or any dealer in connection with the registration of the Securities under the securities or blue sky laws of any state or jurisdiction. In giving suchconsent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulationsof the Commission thereunder.

Very truly yours, ALSTON & BIRD LLP By: /s/ Gary D. Roth A Partner

- 3 -

EXHIBIT 8.1

April 25, 2011 American Honda Receivables LLC 20800 Madrona Ave. Torrance, California 90503

Ladies and Gentlemen:

We have acted as special counsel to American Honda Receivables LLC (the “Company”), in connection with the preparation of a registration statement on Form S-3 with the registration number 333-173202 (the “Registration Statement”) relating to the proposed offering from time to time by one or more trusts in one or more series (each, a “Series”) of Asset Backed Notes (the “Notes”). The Registration Statement has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). As set forth in the Registration Statement, each Series of Notes is to be issued under and pursuant to the terms of a separate trust agreement and amended and restated trust agreement, a sale and servicing agreement, a control agreement, an indenture and an administration agreement (each, an “Agreement”) among the Company, an indenture trustee (the “Indenture Trustee”), an owner trustee (the “Owner Trustee”) and one or more other entities, each to be identified in the prospectus supplement for such Series of Notes.

As such counsel, we have examined copies of the Certificate of Formation and Limited Liability Company Agreement of the Company, the Registration Statement, the base prospectus (the “Prospectus”) and a form of prospectus supplement (the “Prospectus Supplement”) included therein, the form of each Agreement, and originals or copies of such other corporate minutes, records, agreements and other instruments of the Company, certificates of public officials and other documents and have made such examinations of law, as we have deemed necessary to form the basis for the opinions hereinafter expressed. In our examination of such materials, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all copies submitted to us. As to various questions of fact material to such opinions, we have relied, to the extent we deemed appropriate, upon representations, statements and certificates of officers and representatives of the Company and others.

Re: American Honda Receivables LLC Registration Statement on Form S-3 File No. 333-173202

Attorneys involved in the preparation of this opinion are admitted to practice law in the State of New York and we do not express any opinion herein

concerning any law other than the federal tax laws of the United States of America and the franchise and income tax laws of the State of California.

Based upon and subject to the foregoing, the statements set forth in the Prospectus Supplement under the heading “Certain U.S. Federal Income Tax Considerations” and in the Prospectus under the heading “Certain U.S. Federal Income Tax Considerations,” to the extent they constitute matters of law or legal conclusions with respect thereto, represent the opinion of Bingham McCutchen LLP, subject to the qualifications set forth in the Prospectus.

Our opinion above is based upon our interpretations of current law, including the Internal Revenue Code of 1986, as amended and Treasury regulations issued or proposed thereunder, published Revenue Rulings, releases of the Internal Revenue Service and existing case law, the California Revenue and Taxation Code, regulations promulgated or proposed thereunder and published rulings and releases of the California Franchise Tax Board, and existing case law, which are subject to change both prospectively and retroactively, and upon the facts and assumptions discussed herein. This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. We also note that the Prospectus and the Prospectus Supplement do not relate to a specific transac tion and, accordingly, the descriptions of Federal income tax consequences referred to above may require modification in the context of a subsequent transaction. In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court. Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to the references to this firm in the Prospectus and the Prospectus Supplement which form a part of the Registration Statement and to the filing of this opinion as an exhibit to any application made by or on behalf of the Company or any dealer in connection with the registration of the Notes under the securities or blue sky laws of any state or jurisdiction. In giving such consent, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Bingham McCutchen LLP

Bingham McCutchen LLP

EXHIBIT 99.1

HONDA AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, as Issuer,

AMERICAN HONDA RECEIVABLES LLC,

as Seller,

And

AMERICAN HONDA FINANCE CORPORATION, as Servicer and Sponsor

SALE AND SERVICING AGREEMENT

Dated [ ]

TABLE OF CONTENTS

Page ARTICLE ONE DEFINITIONS Section 1.01. General Definitions 1Section 1.02. Other Definitional Provisions. 19Section 1.03. Interpretive Provisions. 19 ARTICLE TWO CONVEYANCE OF RECEIVABLES; CUSTODY OF RECEIVABLES FILES 20 Section 2.01. Conveyance of Receivables. 20Section 2.02. Custody of Receivable Files 21Section 2.03. Representations and Warranties of Seller as to the Receivables 21Section 2.04. Repurchase of Receivables Upon Breach 26Section 2.05. Duties of Servicer as Custodian. 26Section 2.06. Instructions; Authority to Act 27Section 2.07. Indemnification by Custodian 27Section 2.08. Effective Period and Termination 27 ARTICLE THREE ADMINISTRATION AND SERVICING OF RECEIVABLES 28 Section 3.01. Duties of Servicer 28Section 3.02. Collection of Receivable Payments 29Section 3.03. [Reserved] 29Section 3.04. Realization Upon Receivables 29Section 3.05. Maintenance of Physical Damage Insurance Policies 30Section 3.06. Maintenance of Security Interests in Financed Vehicles 30Section 3.07. Covenants of Servicer 30Section 3.08. Purchase of Receivables Upon Breach 30Section 3.09. Total Servicing Fee; Payment of Certain Expenses by Servicer 31Section 3.10. Servicer’s Certificate 31Section 3.11. Annual Statement as to Compliance; Notice of Default. 31Section 3.12. Assessment of Compliance and Annual Accountants’ Report. 32Section 3.13. Access to Certain Documentation and Information Regarding Receivables 33Section 3.14. Amendments to Schedule of Receivables 33Section 3.15. Reports to Securityholders and Rating Agencies. 34Section 3.16. Appointment of Subservicer or Subcontractor. 34Section 3.17. Information to be Provided by the Servicer. 35Section 3.18. Remedies. 36 ARTICLE FOUR DISTRIBUTIONS; RESERVE FUND; STATEMENTS TO SECURITYHOLDERS 37 Section 4.01. Establishment of Accounts. 37Section 4.02. Collections. 38Section 4.03. Application of Collections 39

i

Page Section 4.04. Advances. 40Section 4.05. Additional Deposits. 41Section 4.06. Distributions. 41Section 4.07. Reserve Fund. 43Section 4.08. Yield Supplement Account 43Section 4.09. Net Deposits 43Section 4.10. Statements to Securityholders. 44 ARTICLE FIVE THE SELLER 45 Section 5.01. Representations of Seller 45Section 5.02. Liability of Seller; Indemnities 46Section 5.03. Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations. 48Section 5.04. Limitation on Liability of Seller and Others 48Section 5.05. Seller May Own Notes 48 ARTICLE SIX THE SERVICER 48 Section 6.01. Representations of Servicer 48Section 6.02. Indemnities of Servicer. 50Section 6.03. Merger, Consolidation or Assumption of the Obligations of Servicer 50Section 6.04. Limitation on Liability of Servicer and Others 50Section 6.05. AHFC Not to Resign as Servicer 51 ARTICLE SEVEN SERVICER DEFAULTS 51 Section 7.01. Servicer Defaults 51Section 7.02. Appointment of Successor Servicer. 53Section 7.03. Notification of Servicer Termination 53Section 7.04. Waiver of Past Defaults 53Section 7.05. Repayment of Advances 54 ARTICLE EIGHT TERMINATION 54 Section 8.01. Optional Purchase of All Receivables. 54 ARTICLE NINE MISCELLANEOUS 56 Section 9.01. Amendment. 56Section 9.02. Protection of Title to Trust. 57Section 9.03. Notices 59Section 9.04. Assignment. 59Section 9.05. Limitations on Rights of Others 59Section 9.06. Severability 60Section 9.07. Separate Counterparts 60Section 9.08. Headings 60Section 9.09. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 60

ii

SCHEDULES

Page Section 9.10. Nonpetition Covenants. 60Section 9.11. Limitation of Liability of Owner Trustee and Indenture Trustee. 61Section 9.12. Third-Party Beneficiary 61Section 9.13. Confidentiality. 61Section 9.14. Federal Tax Treatment 62Section 9.15. Intent of the Parties; Reasonableness. 62

Schedule A - Schedule of Receivables A-1Schedule B - Location of Receivable Files B-1

iii

Page

EXHIBITS Exhibit A - Form of Distribution Statement of Securityholders and

Servicer’s Certificate (Servicer’s Certificate) A-1Exhibit B - [Reserved] B-1Exhibit C - Form of Redemption Notice C-1Exhibit D - Form of Officer’s Certificate D-1Exhibit E - Form of Annual Certification E-1Exhibit F - Servicing Criteria to be Addressed In Assessment of

Compliance F-1

iv

This Sale and Servicing Agreement, dated [ ], is among American Honda Receivables LLC, a Delaware limited liability company (“AHR” or,

in its capacity as Seller, the “Seller”), American Honda Finance Corporation, a California corporation (“AHFC” or, in its capacity as Servicer, the “Servicer”), and Honda Auto Receivables 20[ ]-[_] Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

WHEREAS the Issuer desires to purchase from the Seller a portfolio of receivables arising in connection with retail installment sale or conditional sale contracts (the “Receivables”) generated by AHFC in the ordinary course of its business, which Receivables have been sold by AHFC to AHR;

WHEREAS, AHR is willing to sell the Receivables to the Issuer pursuant to the terms hereof; and

WHEREAS, AHFC is willing to service the Receivables pursuant to the terms hereof;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

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

“Absolute Prepayment Model” means a model calculating prepayment of receivables with respect to which the receivables prepay at a specified constant monthly prepayment rate.

“Accounts” means the Collection Account, the Note Distribution Account, the Yield Supplement Account and the Reserve Fund.

“Account Property” means, with respect to each Account, such Account, together with all cash, securities, financial assets and investments and other property from time to time deposited or credited to such Account and all proceeds thereof, including, with respect to the (i) Reserve Fund, the Reserve Fund Initial Deposit and (ii) Yield Supplement Account, the Yield Supplement Account Deposit.

“Actual Payment” means, with respect to a Receivable and a Collection Period, all payments received by the Servicer from or for the account of the related Obligor on such Receivable during such Collection Period, net of any Supplemental Servicing Fees attributable to such Receivable.

“Administration Agreement” means the Administration Agreement, dated [ ], among the Administrator, the Issuer, the Depositor and the Indenture Trustee.

“Administrator” means AHFC, or any successor Administrator under the Administration Agreement.

“Administrative Purchase Payment” means, with respect to a Payment Date and to an Administrative Receivable purchased by the Seller or the Servicer

as of the end of the related Collection Period, the sum of (a) the unpaid principal balance owed by the related Obligor in respect of such Receivable and (b) interest on such unpaid principal balance at a rate equal to the APR of the related Receivable from the date of last payment by such Obligor to the last day of such Collection Period.

“Administrative Receivable” means a Receivable which the Servicer is required to purchase pursuant to Section 3.08 or which the Servicer has elected to purchase pursuant to Section 8.01.

“Advance” shall have the meaning set forth in Section 4.04(a)

“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purpose of this definition, “control”, when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Aggregate Net Losses” means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

“Agreement” means this Sale and Servicing Agreement, and all amendments hereof and supplements hereto.

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

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

“Amount Financed” in respect of a Receivable means the aggregate amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs, including but not limited to accessories, insurance premiums, service and warranty contracts and other items customarily financed as part of motor vehicle (including automobiles and light-duty trucks) [and motorcycle] retail installment sale contracts.

“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges stated in such Receivable.

“Available Amount” means, with respect to any Payment Date, the sum of Available Interest and Available Principal.

2

“Available Interest” means, with respect to any Payment Date, the total of the following amounts allocable to interest received by the Servicer on or in

respect of the Receivables during the related Collection Period (computed by the simple interest method): (i) the sum of the interest component of all (a) collections on or in respect of all Receivables other than Defaulted Receivables, (b) Net Liquidation Proceeds, (c) Advances made by the Servicer, (d) Warranty Purchase Payments, [(e) all Swap Payments Incoming, (f) all Swap Termination Payments made by the Swap Counterparty to the Issuer,] (g) Administrative Purchase Payments and (h) the Yield Supplement Withdrawal Amount, if any, for the related Payment Date, less (ii) the sum of all (a) amounts received on or in respect of a particular Receivable (other than a Defaulted Receivable) to the extent of the aggregate Outstanding Interest Advances in respect of such Receivable, (b) Net Liquidation Proceeds with respect to a particular Receivable to the extent of the aggregate Outstanding Interest Advances in respect of such Receivable, [(c) all Swap Payments Outgoing and (d) all Swap Termination Payments made by the Issuer to the Swap Counterparty].

“Available Principal” means, with respect to any Payment Date, the total of the following amounts allocable to principal received by the Servicer on or in respect of the Receivables during the related Collection Period (computed by the simple interest method): (i) the sum of the principal component of all (a) collections on or in respect of all Receivables other than Defaulted Receivables, (b) Net Liquidation Proceeds, (c) Advances made by the Servicer, (d) Warranty Purchase Payments and (e) Administrative Purchase Payments, less (ii) an amount equal to all (a) amounts received on or in respect of a particular Receivable (other than a Defaulted Receivable) to the extent of the aggregate Outstanding Principal Advances in respect of such Receivable and (b) Net Liquidation Proceeds with respect to a particular Receivable to the extent of the aggregate Outstanding Principal Advances in respect of such Receivable.

“Basic Documents” means this Agreement, the Administration Agreement, the Indenture, the Note Depository Agreement, the Receivables Purchase Agreement, [the Swap Agreement,] the Trust Agreement and the Control Agreement, and any other documents or certificates delivered in connection therewith as the same may be amended, supplemented or otherwise modified and in effect.

“Basic Servicing Fee” means the fee payable pursuant to Section 3.09 to the Servicer on each Payment Date for services rendered during the related Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate multiplied by the Pool Balance as of the first day of the related Collection Period or, with respect to the first Payment Date, the Original Pool Balance.

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

“Certificate Balance” means, on any Payment Date, the Original Certificate Balance reduced by all distributions of principal previously made in respect of the Certificates.

“Certificate Distributable Amount” means, with respect to any Payment Date, the sum of the Certificate Interest Distributable Amount and the Certificate Principal Distributable Amount for such Payment Date.

“Certificate Distribution Account” has the meaning specified in the Trust Agreement.

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“Certificate Interest Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the sum of (i) the Certificate Monthly

Interest Distributable Amount and (ii) any outstanding Certificate Interest Carryover Shortfall for the preceding Payment Date, over (y) the amount in respect of interest on the Certificates that is actually paid as interest on the Certificates on such Payment Date, plus, to the extent permitted by applicable law, interest on the Certificate Interest Carryover Shortfall at the Certificate Rate for the Interest Accrual Period.

“Certificate Interest Distributable Amount” means, with respect to any Payment Date, the sum of the Certificate Monthly Interest Distributable Amount for such Payment Date and the Certificate Interest Carryover Shortfall for such Payment Date.

“Certificate Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the related Interest Accrual Period at the Certificate Rate on the Certificate Balance on the immediately preceding Payment Date after giving effect to all payments of principal to Certificateholders on or prior to such Payment Date (or, in the case of the first Payment Date, on the Original Certificate Balance).

“Certificate Monthly Principal Distributable Amount” means, with respect to any Payment Date, the Certificate Percentage of the Principal Distributable Amount for such Payment Date.

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

“Certificate Percentage” means (i) for each Payment Date until the Notes have been paid in full, 0%; and (ii) thereafter, 100%.

“Certificate Pool Factor” means, with respect to the Certificates on any Payment Date, a seven-digit decimal figure equal to the outstanding principal balance of the Certificates on such Payment Date (after giving effect to any reductions thereof to be made on such Payment Date) divided by the Original Certificate Balance.

“Certificate Principal Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of (x) the sum of (i) the Certificate Monthly Principal Distributable Amount and (ii) any outstanding Certificate Principal Carryover Shortfall for the preceding Payment Date, over (y) the amount in respect of principal that is actually paid as principal on the Certificates on such Payment Date.

“Certificate Principal Distributable Amount” means, with respect to any Payment Date, the sum of the Certificate Monthly Principal Distributable Amount for each Payment Date and any outstanding Certificate Principal Carryover Shortfall as of the close of the immediately preceding Payment Date; provided, however, that the Certificate Principal Distributable Amount shall not exceed the Certificate Balance. In addition, on the Payment Date as of which all of the Receivables are to be purchased pursuant to Section 8.01, the principal required to be deposited into the Certificate Distribution Account will include the amount necessary to reduce the Certificate Balance to zero.

“Certificate Rate” means [ ]% per annum (computed on the basis of a 360 day year consisting of twelve 30-day months).

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“Certificateholders” has the meaning specified in the Trust Agreement.

“Class” means all Securities whose form is identical except for variation in denomination, principal amount or owner (i.e., each of Class A-1, Class A-2,

Class A-3 and Class A-4).

“Class A-1 Final Payment Date” means the [ ] Payment Date.

“Class A-1 Noteholder” means a Person in whose name a Class A-1 Note is Registered the Note Register.

“Class A-2 Final Payment Date” means the [ ] Payment Date.

“Class A-2 Noteholder” means a Person in whose name a Class A-2 Note is registered in the Note Register.

“Class A-3 Final Payment Date” means the [ ] Payment Date.

[“Class A-[ ] Fixed Rate” means [ ]%.]

[“Class A-[ ] Interest Amount” means the amount to be paid by the Swap Counterparty to the Issuer in respect of the Class A-[ ] Notes on any Payment Date, which will be the amount of interest that accrued on the Class A-[ ] Notional Amount at the Class A-[ ] Interest Rate from the preceding Payment Date to such current Payment Date.]

[“Class A-[ ] Interest Rate” means One Month LIBOR plus [ ]%.]

“Class A-3 Noteholder” means a Person in whose name a Class A-3 Note is registered in the Note Register.

[“Class A-[ ] Notional Amount” means the outstanding principal balance of the Class A-[ ] Notes as of the preceding Payment Date.]

[“Class A-[ ] Swap Interest Amount” means the amount to be paid by the Issuer to the Swap Counterparty in respect of the Class A-[ ] Notes on any Payment Date, which will be the amount deemed to accrue on the Class A-[ ] Notional Amount at the Class A-[ ] Fixed Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months.]

“Class A-4 Final Payment Date” means the [ ] Payment Date.

[“Class A-[ ] Fixed Rate” means [ ]%.]

[“Class A-[ ] Interest Amount” means the amount to be paid by the Swap Counterparty to the Issuer in respect of the Class A-[ ] Notes on any Payment Date, which will be the amount of interest that accrued on the Class A-[ ] Notional Amount at the Class A-[ ] Interest Rate from the preceding Payment Date to such current Payment Date.]

[“Class A-[ ] Interest Rate” means One Month LIBOR plus [ ]%.]

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“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

[“Class A-[ ] Notional Amount” means the outstanding principal balance of the Class A-[ ] Notes as of the preceding Payment Date.]

[“Class A-[ ] Swap Interest Amount” means the amount to be paid by the Issuer to the Swap Counterparty in respect of the Class A-[ ] Notes on any

Payment Date, which will be the amount deemed to accrue on the Class A-[ ] Notional Amount at the Class A-[ ] Fixed Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months.]

“Closing Date” means [ ].

“Collection Account” means the account designated as such, and established and maintained pursuant to Section 4.01.

“Collection Period” means each calendar month during the term of this Agreement (or, in the case of the first Collection Period, the period of time since the Cutoff Date through the last day of the calendar month immediately preceding the month in which the first Payment Date occurs).

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

“Control” shall have the meaning specified in Section 8-106 of the UCC.

“Control Agreement” means the control agreement, dated [ ], among AHR, the Issuer, the Servicer, the Indenture Trustee and [ ], as securities intermediary, as amended or supplemented from time to time.

“Corporate Trust Office” means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at [ADDRESS] [ADDRESS], Attention: [ ] or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Seller, or the principal corporate trust office of any successor Indenture Trustee (of which address such successor Indenture Trustee will notify the Noteholders and the Seller).

“Current Receivable” means each Receivable that is not a Defaulted Receivable or a Liquidated Receivable.

“Cutoff Date” means [ ].

“Dealer” means the dealer of motor vehicles (including automobiles and light-duty trucks) [and/or motorcycles] who sold a Financed Vehicle and who originated and assigned the Receivable relating to such Financed Vehicle to AHFC under an existing agreement between such dealer and AHFC.

“Dealer Recourse” means, with respect to a Receivable, all recourse rights against the Dealer which originated the Receivable, and any successor to such Dealer.

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“Defaulted Receivable” means a Receivable (other than an Administrative Receivable or a Warranty Receivable as to which a Warranty Purchase

Payment or an Administrative Purchase Payment has been made) as to which (i) all or any part of a Scheduled Payment is 120 or more days past due and the Servicer has not repossessed the related Financed Vehicle or (ii) the Servicer has, in accordance with its customary servicing procedures, determined that eventual payment in full is unlikely and either repossessed and liquidated the related Financed Vehicle or repossessed and held the related Financed Vehicle in its repossession inventory for 90 days, whichever occurs first.

“Delaware Trustee” means [ ], as Delaware Trustee under the Trust Agreement.

“Deposit Date” means, with respect to any Collection Period and Payment Date, the Business Day immediately preceding such Payment Date.

“Depositor” means the Seller in its capacity as Depositor under the Trust Agreement.

“Determination Date” means, with respect to any Payment Date, the [ ] calendar day of the month in which such Payment Date occurs or, if such day is not a Business Day, the immediately succeeding Business Day.

“Discount Receivable” means any Receivable that has an APR which is less than the Required Rate.

“Eligible Account” means either (A) a segregated deposit account or securities account over which the applicable Trustee has sole signature authority, maintained with an Eligible Institution meeting the requirements of clause (i) thereof or (B) a segregated trust account maintained with an Eligible Institution meeting the requirements of clause (ii) thereof, in each case bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders, the Noteholders or the Certificateholders, as the case may be.

“Eligible Institution” means (i) a federally insured depository institution or trust company (which may be the Owner Trustee, the Indenture Trustee or any of their respective affiliates) organized under the laws of the United States, any state thereof, the District of Columbia or the Commonwealth of Puerto Rico (or any domestic branch of a foreign bank whose deposits are federally insured, provided that the foreign bank meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.1k-1(b)(1)) which at all times has either (A) a short-term certificate of deposit rating of [ ] by [ ] or a long-term deposi t rating of [ ] by [ ] and a short-term certificate of deposit rating of [ ] by [ ] or (B) such other rating that is acceptable to each Rating Agency or (ii) the corporate trust department of (A) the Indenture Trustee (B) the Owner Trustee, or (C) any other bank or depository institution organized under the laws of the United States, any state thereof, the District of Columbia or the Commonwealth of Puerto Rico (or any domestic branch of a foreign bank whose deposits are federally insured, provided that the foreign bank meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.1k-1(b)(1)) that (x) is authorized under such laws to act as a trustee or in any other fiduciary capacity, (y) will hold any Accounts as trust accounts and (z) has a long-term deposit rating of no less than [ ] from [ ] and [ ] from [ ].

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“Eligible Investments” means, at any time, any one or more of the following obligations and securities:

(i) obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency

thereof, provided such obligations are backed by the full faith and credit of the United States;

(ii) general obligations of or obligations guaranteed by FNMA, any state of the United States, the District of Columbia or the Commonwealth of Puerto Rico then rated the highest available credit rating of each Rating Agency for such obligations;

(iii) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state

thereof, the District of Columbia or the Commonwealth of Puerto Rico, so long as at the time of such investment or contractual commitment providing for such investment either the long-term unsecured debt of such corporation has the highest available credit rating from each Rating Agency for such obligations or the commercial paper or other short-term debt which is then rated has the highest available credit rating of each Rating Agency for such obligations;

(iv) certificates of deposit issued by any depository institution or trust company (including the Trustee) incorporated under the laws of the

United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico and subject to supervision and examination by banking authorities of one or more of such jurisdictions, provided that the short-term unsecured debt obligations of such depository institution or trust company has the highest available credit rating of each Rating Agency for such obligations;

(v) certificates of deposit issued by any bank, trust company, savings bank or other savings institution and fully insured by the FDIC;

(vi) repurchase obligations held by the Trustee that are acceptable to the Trustee with respect to any security described in clauses (i) or (ii)

hereof or any other security issued or guaranteed by any other agency or instrumentality of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (iv) above;

(vii) any mutual fund, money market fund, common trust fund or other pooled investment vehicle having a rating, at the time of such

investment, from each of the Rating Agencies rating in the highest investment category granted thereby (including, but not limited to funds of which [ ] or an affiliate thereof is the manager or financial advisor);

(viii) such other investments acceptable to each Rating Agency, as evidenced by satisfaction of the Rating Agency Condition;

provided that each of the foregoing investments shall mature no later than the Deposit Date immediately following the date of purchase (other than in the case of the investment of monies in instruments of which the entity at which the related Account or the Certificate Distribution Account, as the case may be, is located is the obligor, which may mature on the related Payment Date), and shall be required to be held to such maturity.

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Notwithstanding anything to the contrary contained in this definition, (a) no Eligible Investment may be purchased at a premium, and (b) no obligation

or security is an “Eligible Investment” unless (i) the Trustee has Control over such obligation or security and (ii) at the time such obligation or security was delivered to the Trustee or the Trustee became the related Entitlement Holder, the Trustee did not have notice of any adverse claim with respect thereto within the meaning of Section 8-105 of the UCC.

For purposes of this definition, any reference to the highest available credit rating of an obligation shall mean the highest available credit rating for such obligation, or such lower credit rating acceptable to each Rating Agency, as evidenced by satisfaction of the Rating Agency Condition.

“Entitlement Holder” shall have the meaning specified in Section 8-102 of the UCC.

“Entitlement Order” shall have the meaning specified in Section 8-102 of the UCC.

"Event of Default" has the meaning set forth in the Indenture.

“Excess Payment” means, with respect to a Receivable and a Collection Period, the amount, if any, by which the Actual Payment exceeds the sum of (i) the Scheduled Payment and (ii) any Overdue Payment.

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

“FDIC” means the Federal Deposit Insurance Corporation.

“FHLMC” means the Federal Home Loan Mortgage Corporation, and its successors.

“FNMA” means the Federal National Mortgage Association, and its successors.

“Final Payment Dates” means, collectively, the Class A-1 Final Payment Date, the Class A-2 Final Payment Date, the Class A-3 Final Payment Date and the Class A-4 Final Payment Date.

“Final Scheduled Maturity Date” means [ ].

“Financed Vehicle” means, with respect to any retail installment sale or conditional sale contract, the related new or used Honda or Acura motor vehicle (including automobiles and light-duty trucks) [or new or used Honda motorcycle], together with all accessions thereto, securing the related Obligor’s indebtedness under such retail installment sale or conditional sale contract.

“Financial Asset” shall have the meaning specified in Section 8-102(a)(9) of the UCC.

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“Indenture” means the indenture, dated [ ] between the Issuer and the Indenture Trustee.

“Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture, its successors in interest and any successor trustee under the

Indenture.

“Independent Director” means a director of the Seller who is not (i) a director, officer or employee of any Affiliate of the Seller, (ii) a natural person related to any director or officer of any Affiliate of the Seller, (iii) a holder (directly or indirectly) of more than 10% of any voting securities of any Affiliate of the Seller or (iv) a natural person related to a holder (directly or indirectly) of more than 10% of any voting securities of any Affiliate of the Seller.

“Insolvency Event” means, with respect to a specified Person, (i) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or (ii) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insurance Policy” means, with respect to a Receivable, an insurance policy covering physical damage, credit life, credit disability, theft, mechanical breakdown or any similar event relating to the related Financed Vehicle or Obligor.

“Letter of Credit Bank” means any Person who has provided a Servicer Letter of Credit pursuant to Section 4.02(b).

[“LIBOR Determination Date” means approximately 11:00 a.m. London time, two London business days prior to the Payment Date immediately preceding such Payment Date (or, in the case of the initial Payment Date, for a period from the Closing Date to but excluding the initial Payment Date, two London business days prior to the Closing Date).]

“Lien” means any security interest, lien, charge, pledge, equity or encumbrance of any kind other than tax liens, mechanics’ liens and any liens that attach to a Receivable or any property, as the context may require, by operation of law.

“Liquidated Receivable” means a Receivable that (i) has been the subject of a prepayment in full, (ii) has otherwise been paid in full or (iii) the Servicer has determined that the final amounts in respect of such payment have been paid with respect to a Defaulted Receivable, regardless of whether all or any part of such payment has been made by the Obligor under such Receivable, the Seller pursuant to this Agreement, AHFC pursuant to the Receivables Purchase Agreement, the Servicer pursuant hereto, an insurer pursuant to an Insurance Policy or otherwise.

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“Liquidation Expenses” means, with respect to a Defaulted Receivable, the amount charged by the Servicer, in accordance with its customary servicing

procedures, to or for its account for repossessing, refurbishing and disposing of the related Financed Vehicle and other out-of-pocket costs related to such liquidation.

“Liquidation Proceeds” means, with respect to a Defaulted Receivable, all amounts realized with respect to such Receivable from whatever sources (including, without limitation, proceeds of any Insurance Policy), net of amounts that are required by law or such Receivable to be refunded to the related Obligor.

“Maximum Yield Supplement Amount” means with respect to any Collection Period and the related Deposit Date, after giving effect to the Yield Supplement Amount, the maximum amount required to be on deposit in the Yield Supplement Account on the immediately succeeding Payment Date, which is equal to the present value (using an interest rate of: [ ]%) of the sum of all Yield Supplement Amounts for all future Payment Dates, assuming that future Scheduled Payments on the Discount Receivables are made on the date on which they are scheduled as being due.

“Monthly Payment” means, with respect to any Receivable, the amount of each fixed monthly payment payable to the obligee under such Receivable in accordance with the terms thereof, net of any portion of such monthly payment that represents late payment charges, extension fees or collections allocable to payments to be made by Obligors for payment of insurance premiums, extended service contracts or similar items.

“Net Liquidation Proceeds” means, with respect to a Defaulted Receivable, Liquidation Proceeds less Liquidation Expenses.

“Nonrecoverable Advance” shall have the meaning specified in Section 4.04(c).

“Note Amount” means, with respect to any Payment Date, the aggregate outstanding principal amount of the Notes after giving effect to payments of principal made on the Notes on such Payment Date.

“Note Depository Agreement” means the agreement dated [ ], among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial Clearing Agency, relating to the Notes.

“Note Distributable Amount” means, with respect to any Payment Date, the sum of the Note Interest Distributable Amount and the Note Principal Distributable Amount for such Payment Date.

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“Note Distribution Account” means the account designated as such, and established and maintained pursuant to Section 4.01.

“Note Interest Carryover Shortfall” means, with respect to any Payment Date and a Class of Notes, the excess, if any, of (x) the sum of (i) the Note

Monthly Interest Distributable Amount for such Class for the preceding Payment Date and (ii) any outstanding Note Interest Carryover Shortfall for such Class on such preceding Payment Date, over (y) the amount of interest that is actually paid on the Notes on such preceding Payment Date, plus, to the extent permitted by law, interest on the Note Interest Carryover Shortfall at the related Interest Rate for the related Interest Accrual Period.

“Note Interest Distributable Amount” means, with respect to any Payment Date and a Class of Notes, the sum of the Note Monthly Interest Distributable Amount for such Payment Date and the Note Interest Carryover Shortfall for such Class of Notes. For all purposes of this Agreement and the other Basic Documents, interest with respect to the [Class A-2,] [Class A-3] and [Class A-4] Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months; and interest with respect to the Class A-1 Notes shall be computed on the basis of the actual number of days in each applicable Interest Accrual Period, divided by 360.

“Note Monthly Interest Distributable Amount” means, with respect to any Payment Date, interest accrued for the related Interest Accrual Period at the related Interest Rate for each Class of Notes on the Outstanding Amount of the Notes of each such Class on the immediately preceding Payment Date (or, in the case of the first Payment Date, the original principal amount of each such Class of Notes), after giving effect to all distributions of principal to the Noteholders of each such Class on or prior to such Payment Date.

“Note Monthly Principal Distributable Amount” means, with respect to any Payment Date, the Note Percentage of the Principal Distributable Amount for such Payment Date.

“Note Percentage” means (i) for each Payment Date until the aggregate principal amount of each Class of Notes has been paid in full, 100%; and (ii) thereafter, 0%.

“Note Pool Factor” means, with respect to each Class of Notes as of any Payment Date, a seven-digit decimal figure equal to the Outstanding Amount of such Class of Notes as of such Payment Date (after giving effect to any reductions thereof to be made on such Payment Date) divided by the original outstanding principal balance of such Class of Notes.

“Note Principal Carryover Shortfall” means, with respect to any Payment Date, the excess, if any, of the sum of the Note Monthly Principal Distributable Amount plus any outstanding Note Principal Carryover Shortfall for the preceding Payment Date, over the amount in respect of principal that is actually paid as principal on the Notes on such Payment Date.

“Note Principal Distributable Amount” means, with respect to any Payment Date, the sum of (i) the Note Monthly Principal Distributable Amount, (ii) any outstanding Note Principal Carryover Shortfall as of the close of the immediately preceding Payment Date and, (iii) on the Final Payment Date for a Class of Notes or the Payment Date as of which all of the Receivables are to be purchased pursuant to Section 8.01, the amount necessary (after giving effect to all amounts allocable to principal required to be deposited in the Note Distribution Account on such Payment Date) to reduce the Outstanding Amount of each related Class of Notes to zero; provided, however, that the Note Principal Distributable Amount with respect to a Class of Notes shall not exceed the Outstanding Amount of such Class of Notes.

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“Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

“Obligor” on a Receivable means the purchaser or co-purchasers of the related Financed Vehicle purchased in part or in whole by the execution and

delivery of a retail installment contract or any other Person who owes or may be liable for payments under such retail installment contract.

“Officer’s Certificate” means a certificate signed by the president, any vice president, the treasurer, the secretary, the assistant secretary, or the compliance officer of the Seller or the Servicer, as the case may be, and delivered to the Trustee.

[“One-Month LIBOR” means the rate per annum of deposits in United States dollars having a one-month maturity that appears on Reuters Screen LIBOR01 Page as of the LIBOR Determination Date. In the event that no rate for one-month dollar deposits appears on Reuters Screen LIBOR01 Page on the applicable LIBOR Determination Date, the One-Month LIBOR shall be the arithmetic mean (rounded upwards to the nearest one-sixteenth of 1%) of the rates at which one-month dollar deposits are offered to the prime banks in the London interbank market by four major banks in that market selected by the indenture trustee as of the LIBOR Determination Date and time specified above. If fewer than two quotations are provided by such banks, then One-Month LIBOR shall be the arithmetic mean (rounded upwards as above) of the rates at which one-month loans in United States dollars are offered to leading European banks by three major banks in New York City selected by the indenture trustee as of 11:00 a.m. New York City time on the applicable LIBOR Determination Date. If no such quotation can be obtained, One-Month LIBOR for such payment date will be One-Month LIBOR for the prior payment date.]

“Opinion of Counsel” means a written opinion of counsel (who, in the case of counsel to the Seller or the Servicer, may be an employee of or outside counsel to the Seller or the Servicer).

“Original Certificate Balance” means $[ ].

“Original Pool Balance” means $[ ].

“Outstanding Advances” means, with respect to a Receivable and the last day of a Collection Period, the sum of all Advances made as of or prior to such date, minus (1) all payments or collections as of or prior to such date which are specified in Section 4.04(b) and (c) as applied to reimburse all unpaid Advances with respect to such Receivable and (2) all amounts for which the Servicer has deemed to have released all claims for reimbursement of Outstanding Advances pursuant to Section 3.08.

“Outstanding Amount” means the aggregate principal amount of all Notes, or if indicated by the context, all Notes of any class, outstanding at the date of the determination.

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“Outstanding Interest Advances” means, as of the last day of a Collection Period with respect to a Receivable, the portion of Outstanding Advances

allocable to interest.

“Outstanding Principal Advances” means, as of the last day of a Collection Period with respect to a Receivable, the portion of Outstanding Advances allocable to principal.

“Overdue Payment” shall have the meaning specified in Section 4.03(a).

“Owner Trust Estate” shall have the meaning specified in the Trust Agreement.

“Owner Trustee” means the Person acting as Owner Trustee under the Trust Agreement, its successors in interest and any successor owner trustee under the Trust Agreement.

“Payment Date” means, with respect to a Collection Period, the [ ] calendar day of the next succeeding calendar month or, if such day is not a Business Day, the next succeeding Business Day, commencing [ ].

“Percentage Interests” shall have the meaning specified in the Trust Agreement.

“Person” means any legal person, including any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Pool Balance” means, as of any date, the aggregate Principal Balance of the Receivables (exclusive of all Administrative Receivables for which the Servicer has paid the Administrative Purchase Payment, Warranty Receivables for which the Seller has paid the Warranty Purchase Payment and Defaulted Receivables) as of the close of business on such date.

“Principal Balance” means, with respect to any Receivable as of any date, the Amount Financed minus the sum of the following amounts: (i) that portion of all Scheduled Payments actually received on or prior to such date allocable to principal, computed in accordance with the simple interest method, (ii) any Warranty Purchase Payment or Administrative Purchase Payment with respect to such Receivable allocable to principal and (iii) any Excess Payments or other payments applied to reduce the unpaid principal balance of such Receivable.

“Principal Distributable Amount” means, with respect to any Payment Date, the sum of the following amounts (i) the principal portion of all Scheduled Payments actually received during the related Collection Period, computed in accordance with the simple interest method, (ii) the principal portion of all Excess Payments, received during such Collection Period (to the extent such amounts are not included in clause (i) above), (iii) the Principal Balance of each Receivable that became an Administrative Receivable or a Warranty Receivable during such Collection Period (to the extent such amounts are not included in clauses (i) or (ii) above) and (iv) the Principal Balance of each Receivable that became a Defaulted Receivable during such Collection Period (to the extent such amounts are not included in clauses (i), (ii) or (iii) a bove).

“Rated Securities” means each Class of Securities that has been rated by one or both Rating Agencies at the request of the Seller.

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“Rating Agency” means each of [ ] and [ ].

“Rating Agency Condition” shall have the meaning set forth in the Indenture.

“Receivable” means any retail installment sale contract executed by an Obligor in respect of a Financed Vehicle, and all proceeds thereof and payments

thereunder, which Receivables shall be identified in a Schedule of Receivables.

“Receivable Files” means the documents specified in Section 2.02.

“Receivables Purchase Agreement” means the receivables purchase agreement, dated [ ], between AHFC and the Seller, as amended or supplemented from time to time.

“Record Date” shall have the meaning set forth in the Indenture.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission 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 Commission, or as may be provided by the Commission or its staff from time to time.

“Required Rate” means [ ]%.

“Required Deposit Rating” means the short-term credit rating of the related entity is at least equal to [ ] by [ ] and [ ] by [ ].

“Required Servicer Rating” means, with respect to the Servicer, that the then short-term unsecured debt obligations of the Servicer are rated at least equal to [ ] by [ ] and [ ] by [ ].

“Reserve Fund” means the account designated as such, and established and maintained pursuant to Section 4.01.

“Reserve Fund Initial Deposit” means the initial deposit of cash in the amount of $[ ] made by or on behalf of the Seller into the Reserve Fund on the Closing Date.

“Reserve Fund Property” means, the Reserve Fund Initial Deposit and all proceeds thereof and all other amounts deposited in or credited to the Reserve Fund from time to time under this Agreement, all Eligible Investments made with amounts on deposit therein, all earnings and distributions thereon and proceeds thereof.

“Responsible Officer” means, in the case of the Indenture Trustee, any officer within the Corporate Trust Office of the Indenture Trustee, including any Managing Director, Vice President, assistant Vice President, director, associate, or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Indenture and, with respect to the Owner Trustee, any officer of the Owner Trustee or person acting pursuant to a power of attorney with direct responsibility for the administration of the Trust Ag reement and the Basic Documents on behalf of the Owner Trustee.

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“retail installment contracts” means retail installment sale and conditional sale contracts.

“Sarbanes Certification” shall have the meaning specified in Section 3.12(a)(v).

“Schedule of Receivables” means the schedule of Receivables attached as Schedule A to this Agreement, as it may be amended from time to time.

“Scheduled Payment” means, with respect to any Payment Date and to a Receivable, the payment set forth in such Receivable as due from the Obligor in

the related Collection Period; provided, however, that in the case of the first Collection Period, the Scheduled Payment shall include all such payments due from the Obligor on or after the Cutoff Date.

“Securities” means the Notes and the Trust Certificates.

“Security Entitlement” shall have the meaning specified in Section 8-102(a)(17) of the UCC.

“Securityholders” means the Noteholders and the Certificateholders.

“Seller” means AHR, in its capacity as Seller of the Receivables under this Agreement, and each successor thereto (in the same capacity) pursuant to Section 5.03.

[“Senior Swap Termination Payment” means any Swap Termination Payment other than a Subordinate Swap Termination Payment.]

“Servicer” means AHFC, in its capacity as servicer of the Receivables pursuant to this Agreement, and each successor thereto (in the same capacity) pursuant to Section 6.03.

“Servicer Default” shall have the meaning specified in Section 7.01.

“Servicer Letter of Credit” means, if the Servicer desires to remit collections on or in respect of the Receivables to the Collection Account on a monthly basis upon satisfaction of the conditions described in Section 4.02(b), (i) an irrevocable letter of credit, issued by a Letter of Credit Bank and naming the Indenture Trustee a beneficiary or (ii) a surety bond, insurance policy or deposit of cash or securities, which is satisfactory to each Rating Agency.

“Servicer’s Certificate” means a monthly report of the Servicer delivered pursuant to Section 3.10, substantially in the form of Exhibit A.

“Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to time.

“Servicing Fee Rate” means 1.00% per annum.

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“Specified Reserve Fund Balance” means, on the Closing Date $[ ], and with respect to any Payment Date [ ]% of the initial aggregate principal

balance of the Receivables as of the Cutoff Date.

“Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the direction or authority of the Servicer or a Subservicer.

[“Subordinate Swap Termination Payment” means any Swap Termination Payment resulting from a Swap Termination where the Swap Counterparty is the Defaulting Party or sole Affected Party (as defined in the Swap Agreement) other than Swap Terminations arising from a Tax Event or Illegality (each as defined in the Swap Agreement).]

“Subservicer” means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of Regulation AB.

“Successor Servicer” means any entity appointed as a successor to the Servicer pursuant to Section 7.02.

“Supplemental Servicing Fee” means any interest earned on investment of the monies on deposit in the Accounts (other than the Yield Supplement Account and the Reserve Fund) during a Collection Period, net of any investment expenses and losses from such investments, plus all late fees, prepayment charges and other administrative fees and expenses or similar charges allowed by applicable law with respect to the Receivables.

[“Swap Agreement” means 1992 ISDA Master Agreement dated as of [________], including all schedules and confirmations thereto, between the Issuer and the Swap Counterparty, as modified, amended, supplemented, renewed, extended or replaced from time to time.]

[“Swap Counterparty” means [_________], or its successor or replacement pursuant to the Basic Documents.]

[“Swap Event of Default” means the occurrence of an “Event of Default” under the Swap Agreement, as defined in the Swap Agreement.]

[“Swap Payments Incoming” means on any Payment Date the net amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any Swap Termination Payments.]

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[“Swap Payments Outgoing” means on any Payment Date the net amount, if any, then payable by the Issuer to a Swap Counterparty, excluding any

Swap Termination Payments.]

[“Swap Termination” means the occurrence of an “Early Termination Date” under the Swap Agreement, as defined in the Swap Agreement.]

[“Swap Termination Event” means the occurrence of a “Termination Event” under the Swap Agreement, as defined in the Swap Agreement.]

“Total Servicing Fee” means the sum of the Basic Servicing Fee and the Supplemental Servicing Fee.

“Trust” means the Issuer.

“Trust Agreement” means the trust agreement, dated [as of _________] as amended and restated, on [_________], among the Depositor, the Owner Trustee and the Delaware Trustee.

“Trust Fees and Expenses” means all accrued and unpaid Trustees’ fees, any amounts due to the Trustees for reimbursement of expenses or in respect of indemnification and other administrative fees of the Trust.

“Trustee” means any of the Delaware Trustee, the Owner Trustee or the Indenture Trustee as the context requires.

“Trustees” means the Delaware Trustee, the Owner Trustee and the Indenture Trustee.

“UCC” means the Uniform Commercial Code as in effect in the respective jurisdiction.

“United States” means the United States of America.

“Vice President” of any Person means any vice president of such Person, whether or not designated by a number or words before or after the title “Vice President,” who is a duly elected officer of such Person.

“Warranty Purchase Payment” means, with respect to a Payment Date and to a Warranty Receivable repurchased by the Seller as of the end of the related Collection Period, the sum of (a) the unpaid principal balance owed by the related Obligor in respect of such Receivable and (b) interest on such unpaid principal balance at a rate equal to the APR of the related Receivable from the date of last payment by such Obligor to the last day of such Collection Period.

“Warranty Receivable” means a Receivable which the Seller is required to repurchase pursuant to Section 2.04.

“Yield Supplement Account” means the account designated as such, and established and maintained pursuant to Section 4.01.

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“Yield Supplement Account Deposit” means the initial deposit of cash in the amount of $[_________] made by or on behalf of the Seller into the Yield

Supplement Account on the Closing Date.

“Yield Supplement Amount” means, with respect to any Collection Period and the related Deposit Date, the aggregate amount by which one month’s interest on the Principal Balance as of the first day of such Collection Period of each Discount Receivable (other than a Discount Receivable that is a Defaulted Receivable) at a rate equal to the Required Rate, exceeds one month’s interest on such Principal Balance at the APR of each such Receivable.

“Yield Supplement Withdrawal Amount” means, with respect to any Collection Period and the related Deposit Date, the lesser of (a) the amount on deposit in the Yield Supplement Account and (b) the sum of (i) the Yield Supplement Amount and (ii) after giving effect to the withdrawal of the Yield Supplement Amount, the amount by which the amount on deposit in the Yield Supplement Account exceeds the Maximum Yield Supplement Amount.

Section 1.02. Other Definitional Provisions.

(a) Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.

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

Section 1.03. Interpretive Provisions.

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

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

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ARTICLE TWO

CONVEYANCE OF RECEIVABLES; CUSTODY OF RECEIVABLES FILES

Section 2.01. Conveyance of Receivables.

(a) In consideration of the Issuer’s delivery to or upon the order of the Seller of the Certificates and the net proceeds of the sale of the Notes, less

an amount equal to the Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield Supplement Account Deposit to be deposited to the Yield Supplement Account, each on the Closing Date, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Seller set forth herein), all right, title and interest of the Seller in, to and under:

(i) the Receivables and all monies due thereon or paid thereunder or in respect thereof (including proceeds of the repurchase of Receivables by the Seller pursuant to Section 2.04 or the purchase of Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after the Cutoff Date;

(ii) the security interests in the Financed Vehicles;

(iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or credit

disability insurance policies relating to the Receivables or the Obligors;

(iv) any proceeds of Dealer Recourse;

(v) the Receivables Purchase Agreement, but not the obligations of the Seller thereunder;

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

(vii) all funds on deposit from time to time in the Accounts, including the Reserve Fund Initial Deposit and the Yield Supplement Account

Deposit, and in all investment income and proceeds thereof;

(viii) any Servicer Letter of Credit; and

(ix) the proceeds of any and all of the foregoing. The Seller hereby confirms to the Issuer that, as of the Closing Date, the Seller shall have caused the portions of all related electronic records relating to the Receivables to be clearly and unambiguously marked, and shall have made the appropriate entries in its general accounting records, to indicate that such Receivables have been transferred and sold to the Issuer.

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(b) The parties hereto intend that the conveyance hereunder be a sale. In the event that the conveyance hereunder is not for any reason considered

a sale, the Seller hereby grants to the Issuer a first priority perfected security interest in all of its right, title and interest in, to and under the Receivables, and all other property conveyed hereunder and all proceeds of any of the foregoing. The parties hereto intend that this Agreement constitute a security agreement under applicable law. Such grant is made to secure the payment of all amounts payable hereunder.

Section 2.02. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer accepts such appointment, to act for the benefit of the Issuer and the Indenture Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Indenture Trustee, as pledgee of the Issuer, as of the Closing Date with respect to each Receivable:

(a) the fully executed original of the Receivable;

(b) documents evidencing or related to any Insurance Policy;

(c) the original credit application of each Obligor, fully executed by such Obligor on AHFC’s customary form, or on a form approved by AHFC for such application;

(d) the original certificate of title (or evidence that such certificate of title has been applied for) or such documents that the Servicer shall

keep on file, in accordance with its customary procedures, evidencing the security interest in the related Financed Vehicle; and

(e) any and all other documents that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable or the related Obligor or Financed Vehicle;

provided that the Servicer may appoint one or more agents to act as subcustodians of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping.

Section 2.03. Representations and Warranties of Seller as to the Receivables. The Seller makes the following representations and warranties as to the Receivables on which the Issuer shall rely in acquiring the Receivables. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee.

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(a) Characteristics of Receivables. Each Receivable (i) shall have been originated in the United States by a Dealer for the retail sale of

the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by AHFC from such Dealer under an existing agreement with AHFC, shall have been validly assigned by such Dealer to AHFC in accordance with the terms of such agreement, shall have been subsequently sold by AHFC to the Seller pursuant to the Receivables Purchase Agreement and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (ii) shall have created or shall create a valid, continuing and enforcea ble first priority security interest in favor of AHFC in the related Financed Vehicle, which security interest has been assigned by AHFC to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Owner Trustee, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (iv) shall, except as otherwise provided in this Agreement, provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (v) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (vi) shall have an Obligor that is not a federal, state or local governmental entity and (vii) is a retail installment contract.

(b) Schedule of Receivables. The information set forth in the Schedule of Receivables shall be true and correct in all material respects as

of the opening of business on the Cutoff Date, and no selection procedures believed to be adverse to the Securityholders were utilized in selecting the Receivables from those motor vehicles (including automobiles and light-duty trucks) [or motorcycles], as applicable, of AHFC which met the selection criteria set forth in this Agreement.

(c) Compliance with Law. Each Receivable and each sale of the related Financed Vehicle shall have complied at the time it was

originated or made, and shall comply at the time of execution of this Agreement, in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B, M and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws.

(d) Binding Obligation. Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the

related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(e) No Bankrupt Obligors. According to the records of the Seller, as of the Cutoff Date, no Obligor is the subject of a bankruptcy

proceeding.

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(f) Security Interest in Financed Vehicles. According to the records of the Seller, as of the Cutoff Date, no Financed Vehicle has been

repossessed and not reinstated and immediately prior to the sale, assignment and transfer thereof, all necessary steps shall be taken so that each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of AHFC as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of AHFC as secured party.

(g) Receivables in Force. No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been

released in whole or in part from the lien granted by the related Receivable.

(h) No Waivers. No provision of a Receivable shall have been waived in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(i) No Amendments. No Receivable shall have been amended or modified in such a manner that the total number of Scheduled Payments

has been increased or that the related Amount Financed has been increased or that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(j) No Defenses. No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense,

nor shall the same have been asserted or threatened, with respect to any Receivable.

(k) No Liens. To the knowledge of the Seller, no liens or claims shall have been filed, including liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable. To the knowledge of the Seller, there are no tax liens against the Seller, or against an Obligor affecting the related Receivable.

(l) No Defaults. Except for payment defaults that, as of the Cutoff Date, have been continuing for a period of not more than 30 days, no

default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred as of the Cutoff Date and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; and the Seller shall not have waived any of the foregoing except as otherwise permitted hereunder.

(m) Insurance. Pursuant to the Receivables, an Obligor has been required to obtain physical damage insurance covering the related

Financed Vehicle and is required under the terms of the related Receivable to maintain such insurance.

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(n) Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the

Receivables from the Seller to the Issuer and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. Other than (1) the sale by the Seller to the Issuer pursuant to this Agreement and (2) the security interest granted by the Issuer to the Indenture Trustee in the Indenture, no Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Issuer, and no Receivable has been sold, transferred, assigned or pledged by the Issuer t o any Person other than the Indenture Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (h) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person and immediately prior to the pledge of security interest contemplated in the Indenture, the Issuer had good and marketable title to each Receivable free and clear of all Liens and rights of any other Person; immediately upon the transfer and assignment contemplated herein, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and rights of any other Person and immediately upon the pledge of the security interest contemplated in the Indenture, the Indenture Trustee will have a valid and continuing security interest in the Receivables; and both the transfer and assignment herein contemplated and the pledge of security interest contemplated by the Indenture have been perfected under the applicable UCC.

(o) Lawful Assignment. No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the

sale, transfer and assignment of such Receivable under this Agreement or pursuant to a transfer of the Securities shall be unlawful, void or voidable.

(p) All Filings Made. Both the Seller and the Issuer, respectively, have caused or will have caused, or have taken or will take, within ten days of the Closing Date, all steps necessary, including the filing of all appropriate financing statements (including UCC filings) necessary in the appropriate jurisdictions under the applicable law, to give the Issuer a first priority perfected security interest in the Receivables, and to give the Indenture Trustee a first priority perfected security interest therein, shall have been made. Except as contemplated hereby or in the Indenture, as applicable, neither the Seller nor the Issuer has authorized the filing of or is aware of any financing statements with respect to the Receivables, other than su ch financing statements that have been terminated on or prior to the Closing Date.

(q) One Original. There shall be only one original executed copy of each Receivable.

(r) Chattel Paper. Each Receivable constitutes “tangible chattel paper” as defined within the meaning of the applicable UCC.

(s) Maturity of Receivables. Each Receivable shall have an original maturity of not less than [__] months nor greater than [__] months

and, as of the Cutoff Date, a remaining maturity of not less than [__] months nor greater than [__] months.

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(t) Finance Charge. Each Receivable provides for the payment of a finance charge or shall yield interest calculated on the basis of an

APR ranging from [__]% to [__]%.

(u) Principal Balance. Each Receivable had an original principal balance of not less than $[ ] nor greater than $[ ] and an average unpaid principal balance, as of the Cutoff Date, of $[ ].

(v) Origination. Each Receivable was originated on or after $[ ] and on or before $[ ].

(w) No Overdue Payments. No Receivable shall have a Scheduled Payment that is more than 30 days past due as of the Cutoff Date.

(x) Location of Receivable Files. Each Receivable File shall be kept at one of the locations listed in Schedule B hereto.

(y) Financed Vehicles. Each Financed Vehicle shall be a new or used Honda or Acura motor vehicle (including automobiles and light-

duty trucks) [or a new or used Honda motorcycle].

(z) Addresses of Obligors. The Obligor under each Receivable had a current billing address in the United States or its territories or possessions as of the Cutoff Date.

(aa) Security Interest. The Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables

in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such as against creditors of and purchasers from the Issuer.

(bb) Possession of Documents. The Servicer has in its possession all original copies of the agreements that constitute or evidence the

Receivables. The agreements that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Receivables contain a statement to the following effect: "A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee."

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Section 2.04. Repurchase of Receivables Upon Breach. Upon discovery by the Seller or the Servicer or upon the actual knowledge of a Responsible

Officer of either the Indenture Trustee or the Owner Trustee of a breach of any of the representations and warranties of the Seller set forth in Section 2.03 that materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in any Receivable, the party discovering or obtaining actual knowledge of such breach, as applicable, shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Seller’s election, the last day of the first Collection Period following the Collecti on Period in which it discovers or receives notice of such breach), the Seller shall, unless such breach shall have been cured in all material respects, repurchase such Receivable, and, if necessary, the Seller shall enforce the obligation of AHFC under the Receivables Purchase Agreement to repurchase such Receivable from the Seller. This repurchase obligation shall apply to all representations and warranties of the Seller contained in Section 2.03 whether or not the Seller has knowledge of the breach at the time of the breach or at the time the representations and warranties were made. On the related Deposit Date, the Seller shall remit the Warranty Purchase Payment in respect of such Receivable to the Collection Account in the manner specified in Section 4.05. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prio r to, or equal or coordinate with, the lien granted by the related Receivable, which Liens or claims shall not have been satisfied or otherwise released in full as of the Closing Date, and such breach materially and adversely affects the interests of the Issuer, any of the Trustees or the Securityholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Issuer shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, all right, title and interest of the Issuer in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Issuer and the Trustees shall execute such documents and instruments of transfer and assignment and take such other actions as shall be reasonably requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remed y of the Issuer, the Trustees and the Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03 or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivable pursuant to this Section and to enforce AHFC’s obligation to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to Section 2.04 or the eligibility of any Receivables for purposes of this Agreement. In addition, no party to this agreement may waive a material breach of any of the representations and warranties contained in Section 2.03 above.

Section 2.05. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files for the benefit of the Issuer and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that it exercises with respect to the receivable files of comparable motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables] that the Servicer services for itself or others. The Servicer shall cond uct, or cause to be conducted, periodic examinations of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly report to the Issuer and the Indenture Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. Nothing herein shall be deemed to require an initial review or any periodic review of the Receivable Files by the Issuer or the Indenture Trustee.

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(b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable File solely in its capacity as Servicer at one of its (or its

agents’) offices specified in Schedule B hereto or at such other office as shall be specified to the Issuer and the Indenture Trustee by 30 days’ prior written notice. The Servicer shall make available to the Issuer and the Indenture Trustee or its duly authorized representatives, attorneys or auditors the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times as the Issuer and the Indenture Trustee shall reasonably instruct.

(c) Release of Documents. Upon instruction from the Indenture Trustee, the Servicer shall release any document in the Receivable Files to the Indenture Trustee or its agent or designee, as the case may be, at such place or places as the Indenture Trustee may designate, as soon as practicable. The Servicer shall not be responsible for any loss occasioned by the failure of the Indenture Trustee to return any document or any delay in doing so.

Section 2.06. Instructions; Authority to Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Responsible Officer of the Indenture Trustee. A certified copy of a bylaw or of a resolution of the board of directors of the Indenture Trustee shall constitute conclusive evidence of the authority of any such Responsible Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Indenture Trustee.

Section 2.07. Indemnification by Custodian. The Servicer, as custodian of the Receivable Files, shall fully indemnify and hold harmless the Issuer and the Trustees for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred or asserted against the Issuer and the Trustees as the result of any improper act or omission in any way relating to the maintenance and custody of the Receivable Files by the Servicer, as custodian; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Indenture Trustee or the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee onl y or the gross negligence (except for errors in judgment) of the Delaware Trustee only.

Section 2.08. Effective Period and Termination. The Servicer’s appointment as custodian of the Receivable Files shall become effective as of the Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05 or if all of the rights and obligations of the Servicer have been terminated pursuant to Section 7.02, the appointment of the Servicer as custodian of the Receivable Files shall be terminated without further action by the Indenture Trustee or by the Holders of Notes. The Indenture Trustee or, with the written consent of the Indenture Trustee, the Owner Trustee may terminate the Servicer’s appointment as custodian of the Receivable Files with cause at any time immedia tely upon written notification to the Servicer and, without cause, upon 30 days’ prior written notification by the Servicer. As soon as practicable, but in no event later than 30 days immediately following the effective date of any termination of such appointment, the Servicer shall deliver the Receivable Files to the Indenture Trustee or its agent at such place or places as the Indenture Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian of the Receivable Files, the Indenture Trustee agrees that upon any such termination, the Indenture Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables pursuant to this Agreement.

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ARTICLE THREE

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.01. Duties of Servicer. The Servicer, for the benefit of the Issuer (to the extent provided herein), shall manage, service, administer and make

collections on the Receivables (other than Administrative Receivables and Warranty Receivables) with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables] that it services for itself or others. The Servicer’s duties shall include collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting tax information to Obligors in accordance with its customary practices, policing the collateral, accounting for collections and furnishing monthly and annual statements to the Trustees with respect to distributions, generating federal income tax information, making Advances and performing the other duties specified herein. The Servicer shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may deem necessary or desirable. Without limiting the generality of the foregoing, the Servicer shall be authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Trustees, the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables and the Financed Vehicles. The Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, a legal proceeding to enforce a Defaulted Receivable pursuant to Section 3.04 or to commence or participate in a legal proceeding (including without limitation a bankruptcy proceeding) relating to or involving a Receivable, including a Defaulted Receivable. If the Servicer commences or participates in such a legal proceeding in its own name, the Issuer shall thereupon be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Issuer pursuant to Section 2.01 with respect to such Receivable to the Servicer for purposes of commencing or participating in any such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Issuer to execute and deliver in the Servi cer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee on behalf of the Issuer shall, at the Servicer’s expense and written direction, take steps to enforce such Receivable, including bring suit in its name or the name of the Issuer, the Indenture Trustee, the Noteholders or the Certificateholders. The Owner Trustee on behalf of the Issuer shall furnish the Servicer with any powers of attorney and other documents and take any other steps which the Servicer may deem necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.

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Section 3.02. Collection of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and

provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables] that it services for itself or others. The Servicer shall be authorized to grant extensions, rebates or adjustments on a Receivable without the prior consent of the Issuer. If, as a result of the extending of payments in accordance with the customary servicing standards of the Servicer, any Receiv able will be outstanding later than the Final Scheduled Maturity Date, the Servicer shall be obligated to repurchase such Receivable pursuant to Section 3.08. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new motor vehicle receivable (including automobiles and light-duty trucks) [or new motorcycle receivable] that results in a deemed exchange thereof within the meaning of Section 1001 of the Code, the Servicer shall purchase such Receivable pursuant to Section 3.08, and the receivable created shall not be included in Collateral held by the Issuer. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable can be made only in accordance with the customary servicing procedures of the Servicer, provide d that the amount of any extension fee charged in connection with the extension of a Receivable is deposited into the Collection Account by the Servicer in accordance with Section 4.05(a). The Servicer may, in accordance with its customary servicing procedures, waive any prepayment charge, late payment charge or any other fees that may be collected in the ordinary course of servicing the Receivables.

Section 3.03. [Reserved]

Section 3.04. Realization Upon Receivables. On behalf of the Issuer, the Servicer shall use its best efforts, consistent with its customary servicing procedures, to repossess or otherwise comparably convert the ownership of any Financed Vehicle that it has reasonably determined should be repossessed or otherwise converted following a default under the Receivable secured by the Financed Vehicle (and shall specify such Receivables to the Trustees no later than the Determination Date following the end of the Collection Period in which the Servicer shall have made such determination). The Servicer shall follow such practices and procedures as it shall deem necessary or advisable and as shall be customary and usual in its servicing of motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables], which practices and procedures may include reasonable efforts to realize upon any Dealer Recourse, selling the related Financed Vehicle at public or private sale and other actions by the Servicer in order to realize upon such a Receivable. The Servicer shall be entitled to recover its reasonable Liquidation Expenses with respect to each Defaulted Receivable, which are not to exceed the related Net Liquidation Proceeds with respect to each such Defaulted Receivable; provided, however, that the Servicer shall not be obligated to take actions to realize upon any Defaulted Receivables unless, in its reasonable opinion, Liquidation Proceeds will exceed Liquidation Expenses. All Net Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 4.02(a). The foregoing is subject to the proviso that, in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession shall increase the Liquidation Proceeds of the related Receivable by an amount greater than the amount of such expenses.

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Section 3.05. Maintenance of Physical Damage Insurance Policies. The Servicer shall, in accordance with its customary servicing procedures and

underwriting standards, require that each Obligor shall have obtained physical damage insurance covering each Financed Vehicle as of the origination of the related Receivable.

Section 3.06. Maintenance of Security Interests in Financed Vehicles. The Servicer shall, in accordance with its customary servicing procedures and at its own expense, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Servicer is hereby authorized to take such steps as are necessary to reperfect such security interest on behalf of the Issuer in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Issuer is insufficient, without a notation on the related Financed Vehicle’s certificate of title, to grant to the Issuer a first priority perfected security interest in the related Financed Vehicle, the Servicer h ereby agrees to serve as the agent of the Issuer for the purpose of perfecting the security interest of the Issuer in such Financed Vehicle and agrees that the Servicer’s listing as the secured party on the certificate of title is solely in its capacity as agent of the Issuer.

Section 3.07. Covenants of Servicer. The Servicer makes the following covenants on which the Issuer shall rely in accepting the Receivables in trust pursuant to Section 2.01:

(a) Liens in Force. Except as otherwise contemplated by this Agreement, the Servicer shall not release in whole or in part any Financed Vehicle from the security interest securing the related Receivable.

(b) No Impairment. The Servicer shall do nothing to impair the rights of the Issuer in the Receivables.

(c) No Amendments. Subject to Section 3.02, the Servicer shall not amend or otherwise modify any Receivable such that the total

number of Scheduled Payments is extended beyond the Final Scheduled Maturity Date, or either the Amount Financed or the APR is altered.

Section 3.08. Purchase of Receivables Upon Breach. Upon discovery by the Seller, the Servicer or the Issuer or upon the actual knowledge of a Responsible Officer of the Indenture Trustee or Owner Trustee of a breach of any of the covenants of the Servicer set forth in Section 3.07 that materially and adversely affects the interests of the Issuer, the Indenture Trustee or the Securityholders in any Receivable, or if an improper extension, rescheduling or modification of a Receivable is made by the Servicer as described in Section 3.02, the party discovering such breach shall give prompt written notice to the others. As of the last day of the second Collection Period following the Collection Period in which it discovers or receives notice of such breach (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach or impropriety shall have been cured in all material respects, purchase from the Issuer such Receivable and remit on the related Deposit Date the Administrative Purchase Payment to the Collection Account in the manner specified in Section 4.05. Upon such deposit of the Administrative Purchase Payment, the Servicer shall for all purposes of this Agreement be deemed to have released all claims for reimbursement of Outstanding Advances made in respect of such Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07 shall be to require the Servicer to purchase the related Receivables pursuant to this Section, except as otherwise provided in Section 6.02. Neither the Owner Trustee nor the Indenture Trustee shall ha ve any duty to conduct any affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section.

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Section 3.09. Total Servicing Fee; Payment of Certain Expenses by Servicer. As compensation for the performance of its obligations hereunder, the

Servicer shall be entitled to receive on each Payment Date the Total Servicing Fee; provided, the Servicing Fee in respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Payment Dates) will be paid at the beginning of that Collection Period out of collections of interest on the Receivables for such Collection Period. The Basic Servicing Fee in respect of a Collection Period shall be calculated based on a 360 day year comprised of twelve 30-day months. Except to the extent otherwise provided herein, the Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer and expenses incurred in connection with the preparation of reports and fees to independent accountants).

Section 3.10. Servicer’s Certificate. On or before each Determination Date, the Servicer shall deliver to the Trustees, [the Swap Counterparty] and the Administrator a Servicer’s Certificate (which the Administrator shall make available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement) containing all information necessary to make the distributions required by Sections 4.06 and 4.07 in respect of the related Collection Period and all information necessary for the Trustees to send statements to Securityholders pursuant to Section 4.10. The Servicer shall also specify in writing to the Trustees, no later than the Determination Date following the last day of a Collection Period as of which the Seller shall be required to repurchase or the Servicer shall be required to purchase a Receivable, the identity of any such Receivable and the identity of any Receivable which the Servicer shall have determined to be a Defaulted Receivable during such Collection Period. Receivables purchased or to be purchased by the Servicer or the Seller and Receivables as to which the Servicer has determined during such Collection Period to be Defaulted Receivables and with respect to which payment of the Administrative Purchase Payment or Warranty Purchase Payment has been provided from whatever source as of last day of such Collection Period shall be identified by the Seller’s account number with respect to such Receivable (as specified in the Schedule of Receivables).

Section 3.11. Annual Statement as to Compliance; Notice of Default.

(a) The Servicer shall deliver to the Trustees and the Administrator, on or before 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the commission by or on behalf of the Issuer, commencing with the fiscal year ended March 31, [_ _], an Officer’s Certificate of the Servicer (which the Administrator shall make available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement), stating that (i) a review of the activities of the Servicer during the preceding 12-month period ended March 31 (or, if applicable, such shorter period in the case of the first such Officer’s Certificate) and of its performance under this Agree ment has been made under such officer’s supervision, and (ii) to the best of such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

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(b) The Servicer shall deliver to the Trustees, [the Swap Counterparty] and the Administrator, promptly after having obtained knowledge thereof,

but in no event later than five Business Days thereafter, an Officer’s Certificate (which the Administrator shall make available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement) specifying the nature and status of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default.

Section 3.12. Assessment of Compliance and Annual Accountants’ Report.

(a) On or before 90 days after the end of each fiscal year for which a report on Form 10-K is required to be filed with the Commission by or on behalf of the Issuer, commencing with the fiscal year ended March 31, [ ], the Servicer shall:

(i) deliver to the Issuer, the Owner Trustee and the Administrator a report (which the Administrator shall make available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement) regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and shall address each of the Servicing Criteria specified in Exhibit F hereto delivered to the Issuer and the Administrator concurrently with the execution of this Agreement;

(ii) deliver to the Issuer, the Owner Trustee and the Administrator a report of a registered public accounting firm reasonably acceptable to

the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

(iii) use its best efforts to cause each Subservicer and each Subcontractor determined by the Servicer to be “participating in the servicing

function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer and the Administrator an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section;

(iv) use its best efforts to cause each Subservicer and Subcontractor determined by the Servicer to be a “servicer” within the meaning of

Item 1108(a)(2)(i) through (iii) of Regulation AB, to deliver to the Issuer, the Owner Trustee and the Administrator a statement of compliance as and when provided in Section 3.11(a); and

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(v) if requested by the Administrator, acting on behalf of the Issuer, not later than May 1st of the calendar year in which such certification

is to be delivered, deliver to the Issuer, the Owner Trustee and the Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with respect to a securitization transaction a certification in the form attached hereto as Exhibit E.

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

(b) Each assessment of compliance provided by a Subservicer pursuant to Section 3.12(a)(iii) shall address each of the Servicing Criteria specified on a certification to be delivered to the Servicer, Issuer, the Owner Trustee and the Administrator on or prior to the date of such appointment. An assessment of compliance provided by a Subcontractor pursuant to Section 3.12(a)(iii) need not address any elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

Section 3.13. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to [the Swap Counterparty and] the Trustees reasonable access to the documentation regarding the Receivables. The Servicer shall provide such access to any Securityholder only in such cases where a Securityholder is required by applicable statutes or regulations to review such documentation. In each case, such access shall be afforded without charge but only upon reasonable request and during normal business hours at the respective offices of the Servicer. Nothing in this Section shall derogate from the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section.

Section 3.14. Amendments to Schedule of Receivables. If the Servicer, during a Collection Period, assigns to a Receivable an account number that differs from the original account number identifying such Receivable on the Schedule of Receivables, the Servicer shall deliver to the Seller and the Trustees on or before the Payment Date relating to such Collection Period an amendment to the Schedule of Receivables reporting the newly assigned account number, together with the old account number of each such Receivable. The first such delivery of amendments to the Schedule of Receivables shall include monthly amendments reporting account numbers appearing on the Schedule of Receivables with the new account numbers assigned to such Receivables during any prior Collection Period.

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Section 3.15. Reports to Securityholders and Rating Agencies.

(a) At the expense of the Issuer, the Indenture Trustee shall provide to any Note Owner, and the Owner Trustee shall provide to any

Certificateholder, who so requests in writing a copy of (i) any Servicer’s Certificate, (ii) any annual statement as to compliance described in Section 3.1l(a), (iii) any assessment of compliance and annual accountants’ report described in Section 3.12, (iv) any statement to Securityholders pursuant to Section 4.10, (v) the Trust Agreement, (vi) the Indenture or (vii) this Agreement (without Exhibits). In addition, such statements may be posted by the Indenture Trustee on its website at [ ]. The Indenture Trustee or the Owner Trustee, as applicable, may require such Securityholder or Note Owner to pay a reasonable sum to cover the cost of the Trustee’s complying with such request.

(b) The Servicer shall forward to the Administrator a copy of each (i) Servicer’s Certificate, (ii) annual statement as to compliance described in Section 3.11(a), (iii) Officer’s Certificate of the Servicer described in Section 3.11(b), (iv) any assessment of compliance and annual accountants’ report pursuant to Section 3.12, (v) statement to Securityholders pursuant to Section 4.10 and (vi) other report it may receive pursuant to this Agreement, the Trust Agreement or the Indenture; and in the case of each of (i) through (vi), the Administrator shall make a copy available to each Rating Agency in accordance with Section 1.02(c) of the Administration Agreement.

Section 3.16. Appointment of Subservicer or Subcontractor.

(a) The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder if the Administrator and the Indenture Trustee has received 10 days prior written notice of the Servicer’s intention to do so and such appointment has satisfied the Rating Agency Condition; provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Certificateholders and the Noteholders for the servicing and administering of the Receivables in accordance with the provisions hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables. The fees and expenses of the subservicer shall be as agreed between the Servicer and its subservicer from time to time, and none of the Issuer, the Owner Trustee, the Delaware Trustee, the Indenture Trustee, [the Swap Counterparty,] the Certificateholders or the Noteholders shall have any responsibility therefor.

(b) The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with the Commission. The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 3.11, any assessment of compliance and attestation required to be delivered by such Subservicer under Section 3.12 and any certification required to be delivered to th e Person that will be responsible for signing the Sarbanes Certification under Section 3.12(a)(iv) as and when required to be delivered.

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(c) The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written description (in

form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which, if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by each Subcontractor identified pursuant to clause (ii) of this paragraph.

As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of Section 3.12(a) of this Agreement to the same extent as if such Subcontractor were the Servicer. The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation required to be delivered by such Subcontractor, in each case as and when required to be delivered.

Section 3.17. Information to be Provided by the Servicer.

(a) At the request of the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings pending against the Servicer or any Subservicer and (ii) provide to the Issuer and the Administrator a description of such proceedings.

(b) As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide to the Issuer, the Administrator and the Depositor, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice to the Issuer and the Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer and the Administrator, all information reasonably requested by the Issuer or the Administrator, actin g on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(c) In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this Agreement, if so requested by the Issuer or the Administrator, acting on behalf of the Issuer, the Servicer shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB. Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with the first such report due not less than 10 Business Days following such request.

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Section 3.18. Remedies.

(a) The Servicer shall be liable to the Issuer, the Administrator and the Depositor for any monetary damages incurred as a result of the failure by

the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation, accountants’ letter or other material when and as required under this Article III, including any failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and shall reimburse the applicable party for all costs reasonably incurred by each such party in order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer, or any Subcontractor.

(b) The Seller shall promptly reimburse the Issuer and the Administrator for all reasonable expenses incurred by the Issuer or Administrator as such are incurred, in connection with the termination of the Servicer as servicer and the transfer of servicing of the Receivables to a successor servicer. The provisions of this paragraph shall not limit whatever rights the Issuer or Administrator may have under other provisions of this Agreement or otherwise, whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

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ARTICLE FOUR

DISTRIBUTIONS; RESERVE FUND;

STATEMENTS TO SECURITYHOLDERS

Section 4.01. Establishment of Accounts.

(a) The Servicer shall establish and maintain an Eligible Account with and in the name of the Indenture Trustee for the benefit of (i) the Securityholders [and the Swap Counterparty] (the “Collection Account”), (ii) the Noteholders (the “Note Distribution Account”), (iii) the Securityholders [and the Swap Counterparty] (the “Reserve Fund”) and (iv) the Securityholders [and the Swap Counterparty] (the “Yield Supplement Account”), in each case, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the related Securityholders. Except as otherwise provided in this Agreement, in the event that the Indenture Trustee is no longer an Eligible Institution, the Servicer shall, w ith the assistance of the Indenture Trustee as necessary, cause the Accounts to be moved to an Eligible Institution.

(b) To the extent permitted by applicable laws, rules and regulations, all amounts held in the Collection Account, the Note Distribution Account, the Reserve Fund and the Yield Supplement Account shall be either invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer or maintained in cash. Earnings on investment of funds in the Accounts (other than the Yield Supplement Account and the Reserve Fund) (net of losses and investment expenses) shall be paid to the Servicer as part of the Supplemental Servicing Fee and any losses and investment expenses shall be charged against the funds on deposit in the related Account.

(i) Except as otherwise provided in Section 4.01(b), the Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. The Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders[, ] the Securityholders [or the Swap Counterparty], as the case may be.

(ii) Notwithstanding anything else contained herein, the Servicer agrees that each Account and the Certificate Distribution Account will

be established only with an Eligible Institution which agrees substantially as follows: (A) it will comply with Entitlement Orders related to such account issued by the Indenture Trustee without further consent by the Servicer; (B) until termination of this Agreement, it will not enter into any other agreement related to such account pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee; (C) all Account Property delivered or credited to it in connection with such account and all proceeds thereof will be promptly credited to such account; (D) it will treat all Account Property as Finan cial Assets; and (E) all Account Property will be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Eligible Institution maintaining the related Account in accordance with such Eligible Institution’s customary procedures such that such Eligible Institution establishes a Security Entitlement in favor of the Indenture Trustee with respect thereto over which the Indenture Trustee (or such other Eligible Institution) has Control.

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(iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture

Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Section 4.02. Collections.

(a) The Servicer shall remit daily to the Collection Account all payments received from or on behalf of the Obligors on or in respect of the

Receivables and all Net Liquidation Proceeds within two (2) Business Days after receipt thereof, in each case, minus (i) an amount equal to amounts previously deposited by the Servicer in the Collection Account but later determined by the Servicer in its reasonable opinion to have resulted from mistaken deposits or postings, which amounts have not been previously reimbursed to the Servicer, and (ii) any prepayment charge and other administrative fees and expenses or similar charges which shall be retained by the Servicer and Supplemental Servicing Fees; provided, that any payments received in respect of an Obligor that are not immediately identifiable as such, shall not be deemed “received” until such time as the Obligor is identified and the payment is allocated as such, in accordance with the Servicer’s customary servicing practices.

(b) Notwithstanding the provisions of clause (a) above and subject to and upon compliance with the terms and conditions set forth in this clause (b), the Servicer may be permitted to make remittances of collections on a less frequent basis than that specified in clause (a) above for so long as such terms and conditions are fulfilled. Accordingly, the Servicer will be permitted to remit collections referred to in clause (a) above to the Collection Account in immediately available funds on each Deposit Date for so long as (i) (A) the Servicer shall be AHFC, (B) no Servicer Default or Event of Default shall have occurred and be continuing and not have been waived in accordance with the Basic Documents, and (C) (x) the Required Servicer Rating is satisfied, or ( y) if the Required Servicer Rating is not satisfied, the Servicer shall have obtained (1) a Servicer Letter of Credit issued by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Indenture Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis, or (2) a surety bond, insurance policy or other deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided that in connection with clause (y) above, the Servicer satisfies the Rating Agency Condition with respect to each Rating Agency for which the Servicer’s then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency and, if applicable, provides the Indenture Trustee with an Officer’s Certificate from the Servicer to the effect that the Servicer’s then-current s hort-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with subclause (1) above, the Servicer shall be required to remit collections to the Collection Account on each Business Day to the extent that the aggregate amount of collections described in clause (a) above and received during such Collection Period exceeds the amount of the Servicer Letter of Credit. The Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (i)(B) above that would require daily remittance by the Servicer to the Collection Account unless a Responsible Officer has received notice of such event or circumstance from the Seller or the Servicer in an Officer’s Certificate, from Securityholders as provided in Section 7.01 or from the Letter of Credit Bank. Notwithstanding the foregoing, immediately following (x) no n-compliance with any of clause (A), (B) or (C) above, or (y) the occurrence of an event specified in Section 7.01(c) (notwithstanding any period of grace contained in such clause), the Servicer shall remit all collections referred to in clause (a) above to the Collection Account on a daily basis within two (2) Business Days of receipt thereof in accordance with clause (a) above. For purposes of this Article the phrase “payments made on behalf of Obligors” shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any.

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Any funds held by the Servicer which should have been deposited into the Collection Account but were not, thereby resulting in a payment under the

Servicer Letter of Credit, if any, shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. The Servicer shall also be permitted to reimburse the Letter of Credit Bank out of its own funds. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer’s Certificate related to the previous failure to remit funds and an Officer’s Certificate which includes a statement identifying, by reference to the items in such related Servicer’s Certificate, each shortfall in Servicer remittances to which such payment to the Letter of Credit Bank relates. The Service r will also provide the Indenture Trustee with copies of each such Servicer’s Certificate and any Officer’s Certificate delivered with any such payment to the Letter of Credit Bank.

Section 4.03. Application of Collections. On each Payment Date, all collections for the related Collection Period shall be applied by the Servicer as follows:

(a) With respect to each Receivable (other than an Administrative Receivable or a Warranty Receivable), payments made by or on behalf of the Obligor which are not Supplemental Servicing Fees shall be applied first to reimburse the Servicer for Outstanding Advances made with respect to such Receivable (each such payment, an “Overdue Payment”). Next, the amount of any payment in excess of Supplemental Servicing Fees and Outstanding Advances with respect to such Receivable shall be applied to the Scheduled Payment with respect to such Receivable. The amount of such payment remaining after the applications described in the two preceding sentences shall be applied to prepay the principal balance of such Receivable.

(b) With respect to each Administrative Receivable and Warranty Receivable, payments made by or on behalf of the Obligor shall be applied in the same manner. A Warranty Purchase Payment shall be applied to reduce Outstanding Advances and such Warranty Purchase Payment or an Administrative Purchase Payment, as applicable, shall then be applied to the Scheduled Payment, in each case to the extent that the payments by the Obligor shall be insufficient, and then to prepay the unpaid principal balance of such Receivable in full.

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(c) [Any Swap Payment Outgoing payable by the Trust to the Swap Counterparty on any Payment Date will be deducted from collections on the

Receivables for the related Collection Period prior to making any payments of interest and principal of the Notes.]

Section 4.04. Advances.

(a) As of the close of business on the last day of a Collection Period, if the payments during such Collection Period by or on behalf of the Obligor on or in respect of a Receivable (other than an Administrative Receivable or a Warranty Receivable) after application under Section 4.03(a) shall be less than the Scheduled Payment, whether as a result of any extension granted to the Obligor or otherwise, then the Servicer shall advance to the Trust an amount equal to the product of the principal balance of such Receivable as of the first day of such Collection Period and one-twelfth of its APR minus the amount of interest actually received on such Receivable during such Collection Period (each, an “Advance”). If the calculation above results in a negativ e number, an amount equal to such negative amount shall be paid to the Servicer in reimbursement of any Outstanding Advances in respect of such Receivables. In addition, in the event that a Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid interest thereon (but not including interest for the current Collection Period) shall, up to the amount of Outstanding Advances in respect of such Receivables in respect thereof, be withdrawn from the Collection Account and paid to the Servicer in reimbursement of such Outstanding Advances. No Advances will be made with respect to the Principal Balance of Receivables. Notwithstanding the foregoing, the Servicer shall not be required to make any Advance (other than in respect of an interest shortfall due to an Excess Payment) to the extent that the Servicer, in its sole discretion, shall determine that such Advance is unlikely to be recovered from subsequent payments made by or on behalf of the related Obligor, Liq uidation Proceeds, by the Administrative Purchase Payment or by the Warranty Purchase Payment, in each case, with respect to such Receivable or otherwise. On each Deposit Date, the Servicer will deposit into the Collection Account an amount equal to all Advances to be made in respect of the related Collection Period. The Successor Servicer shall only be required to make Advances for payments on behalf of Obligors in respect of Receivables arising on or after the Collection Period in which the (i) Successor Servicer accepts its appointment or (ii) the Indenture Trustee is automatically appointed Successor Servicer.

(b) The Servicer shall be entitled to reimbursement for Outstanding Advances, without interest, with respect to a Receivable from the following sources with respect to such Receivable: (i) subsequent payments made by or on behalf of the related Obligor, (ii) Liquidation Proceeds, (iii) the Administrative Purchase Payment and (iv) the Warranty Purchase Payment.

(c) To the extent that during any Collection Period any funds described above in Section 4.04(b) with respect to a Receivable as to which the Servicer previously has made an unreimbursed Advance are received by the Issuer or the Servicer, and the Servicer determines that any Outstanding Advances (other than in respect of an interest shortfall due to an Excess Payment) with respect to such Receivable are unlikely to be recovered from payments made on or with respect to such Receivable (each, a “Nonrecoverable Advance”), then, on the related Payment Date, upon the Servicer providing the Seller and the Trustees with an Officer’s Certificate setting forth the basis for its determination of any such Nonrecoverable Advance, the Indenture Trustee shall promptly r emit to the Servicer from the Collection Account, (i) from Available Interest an amount equal to the portion of such Nonrecoverable Advance allocable to interest and (ii) from Available Principal an amount equal to the portion of such Nonrecoverable Advance allocable to principal, in each case without interest, in accordance with Section 4.06(c)(i). In lieu of causing the Indenture Trustee to remit any such amounts or the amounts described in clauses (i) through (iv) in Section 4.04(b), the Servicer may deduct such amounts from deposits otherwise to be made into the Collection Account in accordance with Section 4.09.

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Section 4.05. Additional Deposits.

(a) The following additional deposits shall be made to the Collection Account one day prior to each Payment Date: (i) the Seller shall remit the

aggregate Warranty Purchase Payments with respect to Warranty Receivables pursuant to Section 2.04 and (ii) the Servicer shall remit (A) any extension fee charged in connection with the extension of a Receivable pursuant to Section 3.02, (B) the aggregate Advances pursuant to Section 4.04(a), (C) the aggregate Administrative Purchase Payments with respect to Administrative Receivables pursuant to Section 3.08, [(D) all Swap Payments Incoming and Swap Termination Payments received from the Swap Counterparty,] and (E) the amount required upon the optional purchase of all Receivables by the Servicer or any successor to the Servicer pu rsuant to Section 8.01.

(b) [The Indenture Trustee will promptly, on the day of receipt, deposit into the Collection Account all Swap Payments Incoming received by it under the Swap Agreement in immediately available funds.]

(c) All deposits required to be made in respect of a Collection Period pursuant to this Section by the Seller or the Servicer, as the case may be, may be made in the form of a single deposit and shall be made in immediately available funds, on the related Deposit Date.

Section 4.06. Distributions.

(a) On each Deposit Date, the Indenture Trustee shall cause to be made (or request the Servicer to make, as applicable) the transfer and distribution in immediately available funds, from the Yield Supplement Account to the Collection Account, an amount equal to the Yield Supplement Withdrawal Amount, if any, for such Payment Date. [In addition, on each Payment Date, the Indenture Trustee shall cause to be paid from the Collection Account any Swap Payments Outgoing and Swap Termination Payment payable by the Issuer to the Swap Counterparty under the Swap Agreement.]

(b) On each Determination Date, the Servicer shall calculate (i) all amounts required to be deposited in the Note Distribution Account and the Certificate Distribution Account, [(ii) the Swap Payments Outgoing, the Swap Payments Incoming and any Swap Termination Payments] and (iii) to make all distributions on the related Payment Date.

(c) On each Payment Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.10) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account, to the extent of the Available Amount, in the following order of priority:

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(i) to the Servicer, Nonrecoverable Advances;

(ii) to the Servicer, the Total Servicing Fee (including any unpaid Total Servicing Fees from one or more prior Collection Periods);

(iii) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses, in each case

to the extent such fees and expenses have not been previously paid by the Servicer, in its capacity as Administrator, until the Notes have been paid in full, the annual amount paid to the Trustees out of the Available Amount allocation as described in this clause (iii) shall not exceed $[ ] while notes remain outstanding, so long as an Event of Default has not occurred;

(iv) [to the Swap Counterparty, the Swap Payment Outgoing, if any;]

(v) on a pro rata basis, [(a)] to the Note Distribution Account, the Note Interest Distributable Amount to be distributed to the holders of the

Notes at their respective Interest Rates [and (b) to the Swap Counterparty, the Senior Swap Termination Payment, if any];

(vi) to the Note Distribution Account, the Note Principal Distributable Amount;

(vii) to the Certificate Distribution Account, the Certificate Interest Distributable Amount to be distributed to Certificateholders;

(viii) after the Notes have been paid in full, to the Certificate Distribution Account, the Certificate Principal Distributable Amount;

(ix) to the Reserve Fund, the amount, if any, necessary to reinstate the balance in the Reserve Fund up to the Specified Reserve Fund Balance;

(x) [to the Swap Counterparty, the Subordinated Swap Termination Payment, if any;]

(xi) to the Indenture Trustee, the Delaware Trustee and the Owner Trustee, any accrued and unpaid Trust Fees and Expenses remaining

after application of the payments described in clause (iii) above; and

(xii) to the Depositor, any Available Amount remaining (after giving effect to the reduction in the Available Amount described in clauses (i) through (x) above.

Notwithstanding that the Notes have been paid in full, the Indenture Trustee shall continue to maintain the Collection Account hereunder until the Pool

Balance has been reduced to zero.

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Section 4.07. Reserve Fund.

(a) On the Closing Date, the Seller will deposit the Reserve Fund Initial Deposit into the Reserve Fund from the net proceeds of the sale of the

Notes. The Reserve Fund shall be the property of the Issuer subject to the rights of the Indenture Trustee in the Reserve Fund Property.

(b) In the event that the Note Distributable Amount exceeds the sum of the amounts deposited into the Note Distribution Account pursuant to Sections 4.06(c)(iv) and (v) on each Payment Date [plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any,] (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee (based on information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 3.1) shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Note Distributable Amount exceeds the sum of the amounts in the Note Distribution Account, to be deposited fr om the Reserve Account into the Note Distribution Account in immediately available funds in the amounts set forth in the Servicer’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Notes to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(vi) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Notes.

(c) In the event that the Certificate Distributable Amount exceeds the sum of the amounts deposited into the Certificate Distribution Account pursuant to Sections 4.06(c)(iv) and (v) on each Payment Date [plus any Swap Payment Incoming or Swap Termination Payments payable by the Swap Counterparty, if any,] (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), the Indenture Trustee shall cause an amount equal to the lesser of (A) the amount on deposit in the Reserve Fund and (B) the amount by which the Certificate Distributable Amount exceeds the sum of the amounts in the Certificate Distribution Account, to be deposited into the Certificate Distribution Account in immediately available funds in the amounts set forth in the Servic er’s Certificate for such Payment Date; provided that such amount shall be applied first, to the payment of interest due on the Certificates to the extent, if any, that the amount deposited pursuant to Section 4.06(c)(iv) is not sufficient to cover such payment of interest and, second, to the payment of principal of the Certificates.

(d) On each Payment Date (or, if the Reserve Fund is not maintained by the Indenture Trustee, on the related Deposit Date), all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall upon the written direction of the Servicer, be paid to the Seller to the extent that the funds therein exceed the Specified Reserve Fund Balance. Upon any distribution to the Seller of amounts in excess of the Specified Reserve Fund Balance, the Noteholders will not have any rights in, or claims to, such amounts.

Section 4.08. Yield Supplement Account. On the Closing Date, the Seller will deposit the Yield Supplement Account Deposit to the Yield Supplement Account from the net proceeds of the sale of the Notes. The Yield Supplement Account shall be the property of the Issuer subject to the rights of the Indenture Trustee for the benefit of the Securityholders.

Section 4.09. Net Deposits. For so long as AHFC shall be the Servicer and the Seller, the Servicer and the Indenture Trustee may make any remittances pursuant to this Article net of amounts to be distributed by the applicable recipient to such remitting party. Nonetheless, each such party shall account in writing for all of the above described remittances and distributions as if the amounts were deposited and/or transferred separately.

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Section 4.10. Statements to Securityholders [and Swap Counterparty].

(a) On each Payment Date, the Servicer shall provide to the Owner Trustee to furnish to each Certificateholder of record and to the Indenture

Trustee to forward to each Noteholder of record [and to the Swap Counterparty] a statement, based on the Servicer’s Certificate furnished pursuant to Section 3.10, setting forth at least the following information as to the Securities, to the extent applicable:

(i) the Record Date, the Determination Date and the Collection Period;

(ii) the Note Interest Distributable Amount for each Class of Notes and the Certificate Principal Distributable Amount;

(iii) the Note Principal Distributable Amount for each Class of Notes and the Certificate Principal Distributable Amount;

(iv) the number of and the aggregate Principal Balance of the Receivables as of the close of business on the first day and last day of the Collection Period;

(v) the Outstanding Amount of each Class of Notes and the Note Pool Factor for each Class of Notes;

(vi) the Certificate Balance and the Certificate Pool Factor;

(vii) the Total Servicing Fee, the Trust Fees and Expenses, and any other fees or expenses paid with an identification of the general purpose

of such fees and the party receiving such fees or expenses;

(viii) the Noteholders’ Interest Carryover Shortfall, the Noteholders’ Principal Carryover Shortfall, the Certificateholders’ Interest Carryover Shortfall and the Certificateholders’ Principal Carryover Shortfall;

(ix) the Interest Rate and Certificate Rate for the immediately succeeding Interest Accrual Period;

(x) the beginning and ending principal balances of the Notes and Certificates;

(xi) the pool characteristics as of the last day of the related Collection Period, including, but not limited to, the weighted average Interest

Rate and weighted average remaining term to maturity;

(xii) the Available Amounts;

(xiii) delinquency and loss information for the related Collection Period;

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(xiv) the amount of non-recoverable Advances;

(xv) any material modifications, extensions or waivers to the terms of the Receivables;

(xvi) any material breaches of representations or warranties related to the Receivables;

(xvii) the Yield Supplement Amount, the Yield Supplement Withdrawal Amount and the amount on deposit in the Yield Supplement

Account after giving effect to the distributions made on such Payment Date; and

(xviii) the balance on deposit in the Reserve Fund on such Payment Date, after giving effect to distributions made on the Payment Date, if any, and the change in such balance from the immediately preceding Payment Date.

(b) Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Issuer, but not later

than the latest date permitted by law, the related Trustee shall, upon written request, mail to each Person who at any time during such calendar year shall have been a Securityholder, a statement, prepared by the Servicer, containing certain information for such calendar year or, in the event such Person shall have been a Securityholder during a portion of such calendar year, for the applicable portion of such year, for the purposes of such Securityholder’s preparation of federal income tax returns. In addition, the Servicer shall furnish to the Trustees for distribution to such Person at such time any other in formation necessary under applicable law for the preparation of such income tax returns.

ARTICLE FIVE

THE SELLER

Section 5.01. Representations of Seller. The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

(a) Organization and Good Standing. The Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables.

(b) Due Qualification. The Seller is duly qualified to do business as a foreign limited liability company in good standing, and has

obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications.

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(c) Power and Authority. The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms, the

Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer and has duly authorized such sale and assignment by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Seller by all necessary corporate action.

(d) Valid Sale; Binding Obligation. This Agreement evidences a valid sale, transfer and assignment of the Receivables, enforceable

against creditors of and purchasers from the Seller, and constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(e) No Violation. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions

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

(f) No Proceedings. There are no proceedings or investigations pending, or to the Seller’s knowledge, threatened, before any court,

regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (i) asserting the invalidity of this Agreement or any other Basic Document, (ii) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by the Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, the Basic Documents or the Securities or (iv) relating to the Seller and which might adversely affect the fe deral income tax attributes of the Securities.

Section 5.02. Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically

undertaken by the Seller under this Agreement, which obligations shall include the following:

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(a) The Seller shall indemnify, defend and hold harmless the Issuer, the Trustees and the Servicer and any of the officers, directors,

employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents, including any sales, gross receipts, general corporation, tangible personal property, privilege or license taxes (but, in the case of the Issuer, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income taxes arising out of distributions on the Securities) and costs and expenses in defending against the same.

(b) The Seller shall indemnify, defend and hold harmless the Issuer, the Trustees and the Securityholders and any of the officers,

directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any loss, liability or expense incurred by reason of (i) the Seller’s willful misfeasance, bad faith or negligence in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement and (ii) the Seller’s or the Issuer’s violation of federal or state securities laws in connection with the offering and sale of the Securities.

(c) The Seller shall indemnify, defend and hold harmless the Trustees and their respective officers, directors, employees and agents from

and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and contained in the Trust Agreement, in the case of the Owner Trustee and the Delaware Trustee, and contained in the Indenture, in the case of the Indenture Trustee, except to the extent that such cost, expense, loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, (ii) in the case of the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee or shall arise from the breach by the Indenture Trustee of any of its representations or warranties set forth in Section 6.13 of the Indenture or (iii) in the case of the Delaware Trustee, shall be due to the willful misfeasance, bad faith or gross negligence (except for errors in judgment) of the Delaware Trustee or shall arise from the breach by the Delaware Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement.

(d) The Seller shall pay any and all taxes levied or assessed upon all or any part of the Owner Trust Estate.

Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the

case may be, and the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest.

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Section 5.03. Merger, Consolidation or Assumption of the Obligations of Seller; Certain Limitations. Any Person (i) into which the Seller may be

merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreeme nt of assumption to perform every obligation of the Seller hereunder. The Seller shall satisfy the Rating Agency Condition with respect to any merger, consolidation or succession pursuant to this Section.

Section 5.04. Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any expense or liability.

Section 5.05. Seller May Own Notes. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Notes with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any other Basic Document.

ARTICLE SIX

THE SERVICER

Section 6.01. Representations of Servicer. The Servicer makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:

(a) Organization and Good Standing. The Servicer has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of the Issuer.

(b) Due Qualification. The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) shall require such qualifications.

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(c) Power and Authority. The Servicer has the power and authority to execute and deliver this Agreement and to carry out its terms; and the

execution, delivery and performance of this Agreement has been duly authorized by the Servicer by all necessary corporate action.

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

(e) No Violation. The execution, delivery and performance by the Servicer of this Agreement and the execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties, which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Servicer.

(f) No Proceedings. There are no proceedings or investigations pending, or to the Servicer’s best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any other Basic Document, (ii) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by the Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, the Basic Documents or the Securities or (iv) relating to the Servicer and which might adversely a ffect the federal income tax attributes of the Securities.

(g) Existence. The Servicer is qualified to do business in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral (including any security interests therein) and each other instrument or agreement included in the Owner Trust Estate, including all required licenses, in connection with this Agreement and the other Basic Documents and the transactions contemplated hereby and thereby.

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Section 6.02. Indemnities of Servicer.

(a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this

Agreement. In this regard, the Servicer shall indemnify, defend and hold harmless the Issuer, the Trustees, the Securityholders and the Seller and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee, the Delaware Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities (i) arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Pers on through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

For purposes of this Section, in the event of the termination of the rights and obligations of AHFC (or any successor thereto pursuant to Section 6.03) as Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a Successor Servicer (other than the Indenture Trustee) pursuant to Section 7.02. For the avoidance of doubt, AHFC shall not be liable for any claims described in the first sentence of this Section which relate to a date or period on or after the date on which AHFC is terminated or removed as the Servicer or which are cause by a successor servicer.

(b) Indemnification under this Section shall survive the resignation or removal of the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as the case may be, or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

Section 6.03. Merger, Consolidation or Assumption of the Obligations of Servicer. Any corporation (i) into which the Servicer may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) which may succeed to all or substantially all of the business of the Servicer, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

Section 6.04. Limitation on Liability of Servicer and Others. Neither the Servicer nor any of the directors, officers, employees or agents of the Servicer shall be under any liability to the Issuer[, the Swap Counterparty] or any Securityholder, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such person against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rel y in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.

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Except as otherwise provided in this Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that

shall not be incidental to its duties to service the Receivables in accordance with this Agreement and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of this Agreement and the other Basic Documents and the rights and duties of the parties to this Agreement and the other Basic Documents and the interests of the Certificateholders under this Agreement and the Noteholders under the Indenture. The legal expenses and costs of such action and any liability resulting therefrom will be expenses, costs and liabilities of the Issuer.

Section 6.05. AHFC Not to Resign as Servicer. Subject to the provisions of Section 6.03, AHFC shall not resign from the obligations and duties hereby imposed on it as Servicer under this Agreement except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law. Notice of any such determination permitting the resignation of AHFC shall be communicated to the Trustees at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustees concurrently with or promptly after such notice. No such resignation shall become effective until the Indenture Trustee or a Successor Servicer shall have (i) assumed the responsibilities and obligations of AHFC in accordance with Section 7.02 and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

ARTICLE SEVEN

SERVICER DEFAULTS

Section 7.01. Servicer Defaults. If any one of the following events (each, a “Servicer Default”) shall occur and be continuing:

(a) any failure by the Servicer to deliver to the related Trustee for deposit in any of the Accounts or the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make any required distributions therefrom, which failure continues unremedied for a period of three Business Days after discovery of such failure by an officer of the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (i) to the Servicer by the related Trustee or (ii) to the Servicer and to the Trustees by the Holders of Notes, evidencing not less than 25% of the Outstanding Amount of the Notes;

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(b) failure by the Servicer (or so long as the Servicer is AHFC, the Seller) duly to observe or to perform in any material respect any other

covenants or agreements of the Servicer (or so long as the Servicer is AHFC, the Seller) set forth in this Agreement or any other Basic Document, which failure shall (i) materially and adversely affect the rights of Certificateholders or Noteholders and (ii) continue unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer or the Seller (as the case may be) by the related Trustee or (B) to the Servicer or the Seller (as the case may be), and to the related Trustee by the Holders of Notes, evidencing not less than 25% of the O utstanding Amount of the Notes; or

(c) the occurrence of an Insolvency Event with respect to the Seller or the Servicer;

then, and in each and every case, so long as the Servicer Default shall not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by holders of Certificates evidencing not less than 25% of the Percentage Interests) by notice then given in writing to the Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations (other than the obligations set forth in Section 6.02 that accrued on or prior to the effective date of the termination) of the Servicer under this Agreement.

On or after the date specified in such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Indenture Trustee and the Owner Trustee are hereby authorized and empowered to execute and deliver, for the benefit of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The p redecessor Servicer shall cooperate with the Successor Servicer and the Trustees in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Certificate Distribution Account or thereafter received with respect to the Receivables that shall at that time by held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Any costs or expenses incurred in connection with a Servicer Default shall constitute an expense of administration under Title 11 of the United States Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee shall give notice thereof to the Administrator, and in accordance with Section 1.02(c) of the Administration Agreement, the Administrator shall make such notice available to each Rating Agency.

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Section 7.02. Appointment of Successor Servicer.

(a) Upon the Servicer’s receipt of notice of termination pursuant to Section 7.01 or the Servicer’s resignation pursuant to Section 6.05, the

predecessor Servicer shall continue to perform its functions as Servicer under this Agreement, in the case of termination, only until the date specified in such termination notice or, if no such date is specified in a notice of termination, until receipt of such notice and, in the case of resignation, until the later of (i) the date 45 days from the delivery to the Trustees of written notice of such resignation (or written confirmation of such notice) in accordance with the terms of this Agreement and (ii) the date upon which the predecessor Servicer shall become unable to act as Servicer, as specified in the notice of res ignation and accompanying Opinion of Counsel. In the event of the Servicer’s termination hereunder, the Indenture Trustee shall appoint a Successor Servicer, and the Successor Servicer shall accept its appointment (including its appointment as Administrator under the Administration Agreement as set forth in Section 7.02(b)) by a written assumption in form acceptable to the Trustees. In the event that a Successor Servicer has not been appointed at the time when the predecessor Servicer has ceased to act as Servicer in accordance with this Section, the Indenture Trustee without further action shall automatically be appointed the Successor Servicer and the Indenture Trustee shall be entitled to receive the Total Servicing Fee. Notwithstanding the above, the Indenture Trustee shall, if it shall be legally unable or unwilling so to act, appoint or petition a court of competent jurisdiction to appoint any established institution, having a net worth of not less than $50,000,00 0 and whose regular business shall include the servicing of motor vehicle receivables (including automobiles and light-duty trucks) [and motorcycle receivables], as the successor to the Servicer under this Agreement. In no event shall the Successor Servicer be liable for the acts or omissions of any predecessor Servicer.

(b) Upon appointment, the Successor Servicer (including the Indenture Trustee acting as Successor Servicer) shall (i) be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer and shall be entitled to the Total Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement and (ii) become the Administrator pursuant to Section 1.09 of the Administration Agreement.

Section 7.03. Notification of Servicer Termination. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article, the Owner Trustee shall give prompt written notice thereof to Certificateholders, and the Indenture Trustee shall give prompt written notice thereof to Noteholders[, the Swap Counterparty] and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement).

Section 7.04. Waiver of Past Defaults. The Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes or the Holders (as defined in the Trust Agreement) of Certificates evidencing not less than a majority of the Percentage Interests (in the case of a default by the Servicer that does not adversely affect the Indenture Trustee or the Noteholders or if all Notes have been paid in full and the Indenture Trustee has been discharged in accordance with its terms) may, on behalf of all Securityholders waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to or payments from any of the Accounts or the Certificate Distribution Account in accordance with this Agreement or i n respect of a covenant or provision hereof that cannot be modified with the consent of each Securityholder. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived.

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Section 7.05. Repayment of Advances. If a Successor Servicer replaces the Servicer, the predecessor Servicer shall be entitled to receive

reimbursement for all outstanding Advances made by the predecessor Servicer.

ARTICLE EIGHT

TERMINATION

Section 8.01. Optional Purchase of All Receivables.

(a) On the Payment Date following the last day of any Collection Period as of which the Pool Balance is 10% or less of the Original Pool Balance, the Servicer or any successor to the Servicer shall have the option to purchase the Owner Trust Estate, other than the Accounts and the Certificate Distribution Account. To exercise such option, on the related Deposit Date the Servicer shall deposit pursuant to Section 4.05(a) in the Collection Account an amount equal to the aggregate Administrative Purchase Payments for the Receivables (including Defaulted Receivables) [plus any amounts payable to the Swap Counterparty under the Swap Agreement,] and shall succeed to all interests in and to the Issuer. Notwithstanding the foregoing, the Servicer or any succes sor to the Servicer shall not be permitted to exercise such option if the amount to be distributed to Securityholders on the related Payment Date would be less than the Note Distributable Amount and Certificate Distributable Amount.

(b) On or prior to any optional purchase of the Owner Trust Estate as described in clause (a) above, the following shall be completed:

(i) As described in Article Nine of the Trust Agreement and Article Ten of the Indenture, notice of any termination of the Trust shall be given by the Servicer to [the Swap Counterparty,] the Owner Trustee, the Delaware Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof, but no later than 30 days prior to the date of such optional purchase, substantially in the form attached hereto as Exhibit C;

(ii) As described in the Note Depository Agreement, notice of any termination of the Trust shall be given by the Indenture Trustee to

DTC as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 30 days prior to the date of such optional purchase;

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(iii) As described in Section 10.01 of the Indenture, notice of any termination of the Trust shall be given by the Indenture Trustee to each

Noteholder [and the Swap Counterparty] as soon as practicable after the Indenture Trustee has received notice thereof from the Servicer, but no later than 10 days prior to the date of such optional purchase;

(iv) As described in Section 9.01(c) of the Trust Agreement, notice of any termination of the Trust shall be given by the Owner Trustee to

the Certificateholders within 5 Business Days of receipt of notice of such termination by the Owner Trustee from the Servicer, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent (if other than the Owner Trustee) at the time such notice is given to Certificateholders;

(v) Upon receipt of notice of any termination of the Trust by the Certifcateholder, the Certificateholder, or its affiliate, shall forward the

Trust Certificate to the Owner Trustee or the Paying Agent (if other than the Owner Trustee);

(vi) As described in Section 4.01 of the Indenture, AHFC shall deliver to the Indenture Trustee an Officer’s Certificate relating to such optional purchase, substantially in the form attached hereto as Exhibit D;

(vii) As described in Section 4.01 of the Indenture, an Opinion of Counsel to AHFC shall be delivered to the Indenture Trustee and the

Owner Trustee stating that all conditions precedent relating to the satisfaction and discharge of the Indenture have been complied with;

(viii) As described in Section 9.01(e) of the Trust Agreement, upon termination of the Trust Estate, the Owner Trustee shall upon the direction and at the expense of the Depositor cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute; and

(ix) Upon termination of the Trust Estate, AHFC shall (1) file UCC termination statements and (2) cancel State licenses, as necessary.

(c) Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the

Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of the Indenture Trustee pursuant to this Agreement.

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ARTICLE NINE

MISCELLANEOUS

Section 9.01. Amendment.

(a) This Agreement may be amended by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, but without the consent

of any Securityholders, (i) to cure any ambiguity, to correct or supplement any provision in this Agreement which may be inconsistent with any other provision of this Agreement, to add, change or eliminate any other provision of this Agreement with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement, (ii) to change the formula for determining the Specified Reserve Fund Balance or the manner in which the Reserve Fund is funded or to amend or modify any provisions of this Agreement relating to the remittance schedule with respect to collections deposited in to the Collection Account pursuant to Section 4.02 or (iii) to amend or modify any provisions in this Agreement relating to the Servicer Letter of Credit, if any, or the acquisition thereof and including replacing the Servicer Letter of Credit with a surety bond, insurance policy or deposit of cash or securities satisfactory to the Indenture Trustee and each Rating Agency; provided, however, that in connection with any amendment pursuant to clause (i) above, any such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Securityholder; [provided, further, that such amendment shall not adversely affect in any material respect the interests of the Swap Counterparty under the Swap Agreement unless the Swap Counterparty shall have consented in writing to such amendment (and such consent shall be deemed to have been given if the Swap Counterparty does not object in writing within 10 Business Days after receipt of a written request for such consent); ] and provided, further, that in connection with any amendment pursuant to clause (ii) or (iii) above, the Servicer shall satisfy the Rating Agency Condition.

(b) This Agreement may also be amended from time to time by the Seller, the Servicer and the Issuer, with the consent of the Indenture Trustee, the written consent of the Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the written consent of the Holders (as defined in the Trust Agreement) of outstanding Certificates evidencing not less than a majority of the Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Securityholders; provided, however, that no such amendment shall (i) except as otherwise provided in Section 9.01 (a) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Receivables or distributions that shall be required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Percentage Interests, the Holders of which are required to consent to any such amendment, without the written consent of all of the Securityholders[; provided, however, that such amendment shall not adversely effect in any material respect the rights or obligations of the Swap Counterparty under this Sale and Servicing Agreement unless the Swap Counterparty shall have consented in writing within 10 Business Days after receipt of such consent)].

(c) Promptly after the execution of any such amendment or consent, the Servicer shall furnish written notification of the substance of such amendment or consent to the Indenture Trustee[, the Swap Counterparty] and the Administrator (who shall make such notice available to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement). It shall not be necessary for the consent of Securityholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of Certificateholders of the execution thereof shall be subject to such reasonable requirements as the Owner Trustee may require.

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(d) Prior to the execution of any amendment to this Agreement, the Trustees shall be entitled to receive and rely upon an Opinion of Counsel

stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 9.02(i)(1). The Trustees may, but shall not be obligated to, enter into any such amendment which affects the Owner Trustee’s, the Delaware Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.

Section 9.02. Protection of Title to Trust.

(a) The Seller shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and of the Indenture Trustee in the Receivables and in the proceeds thereof. The Seller shall deliver (or cause to be delivered) to the Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing.

(b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with Section 9.02(a) seriously misleading within the meaning of Section 9-507(c) of the UCC, unless it shall have given the Trustees at least 30 days’ prior written notice thereof and shall, within 30 days of such change, execute and file the appropriate amendments to all previously filed financing statements or continuation statements.

(c) Each of the Seller and the Servicer shall give the Trustees at least 60 days’ prior written notice of any relocation of its principal executive office if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States.

(d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Accounts.

(e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer and the Indenture Trustee in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee. Indication of the Issuer’s and the Indenture Trustee’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.

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(f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in, or otherwise transfer any interest in motor vehicle

receivables (including automobiles and light-duty trucks) [or motorcycle receivables] to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

(g) The Servicer shall permit the Indenture Trustee and its agents at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.

(h) Upon request, the Servicer shall furnish to the Owner Trustee or to the Indenture Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Issuer, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished before such request indicating removal of Receivables from the Issuer.

(i) The Servicer shall deliver to the Trustees:

(1) promptly after the execution and delivery of each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and

(2) within 90 days after the beginning of each fiscal year of the Issuer beginning with the first fiscal year beginning more than three

months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustees in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.

Each Opinion of Counsel referred to in clause (1) or (2) above shall specify any action necessary (as of the date of such opinion) to be taken in the

following year to preserve and protect such interest.

(j) The Seller shall, to the extent required by applicable law, cause the Notes to be registered with the Commission pursuant to Section 12(b) or Section 12(g) of the Exchange Act within the time periods specified in such sections.

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Section 9.03. Notices. All demands, notices and communications under this Agreement shall be in writing, personally delivered or mailed by certified

mail, return receipt requested, or overnight delivery service, by facsimile or by electronic mail (if an address therefore has been provided by the respective party in writing) and shall be deemed to have been duly given upon receipt (i) in the case of the Seller, to American Honda Receivables LLC, 20800 Madrona Avenue, Torrance, CA 90503, (ii) in the case of the Servicer, to American Honda Finance Corporation, 20800 Madrona Avenue, Torrance, CA 90503, Attention: President, (iii) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as such term is defined in the Trust Agreement), (iv) in the case of the Indenture Trustee, at the Cor porate Trust Office (as such term is herein defined), (v) in the case of [RATING AGENCY], to [ADDRESS], [ADDRESS], Attention: [ ], or via email to [ ], (vi) in the case of [RATING AGENCY], to [ADDRESS], [ADDRESS], or via email to [ ], or (vii) as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

Section 9.04. Assignment.

(a) Except as provided in the remainder of this Section or as provided in Sections 5.03, 6.03 and 6.05, this Agreement may not be assigned by the Seller or the Servicer without the prior written consent of Holders of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and Holders (as such term is defined in the Trust Agreement) of Certificates evidencing not less than a majority of the Percentage Interests. And as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Seller or the Servicer.

(b) The Seller hereby acknowledges and consents to the mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables and/or the assignment of any or all of the Issuer’s rights and obligations hereunder [or under the Swap Agreement] to the Indenture Trustee.

Section 9.05. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Seller, the Servicer, the Issuer, the Owner Trustee, the Certificateholders, [the Swap Counterparty,] the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. The Owner Trustee[, ] the Delaware Trustee [and the Swap Counterparty] are third-party beneficiaries of certain Sections of this Agreement, including with respect to the Delaware Trustee, Sections 2.07, 3.09, 3.16, 4.06, 5.02, 6.02, 8.01 and 9.01, and with respect to the Owner Trustee, Sections 2.04, 2.07, 2.08, 3.08, 3.09, 3.15, 3.16, 4.06, 4.10, 5.02, 6.02, 7.01, 8.01, 9.01 and 9.11, and [with respect to the Swap Counterparty, Sections 3.08, 4.06 and 9.01, and] is entitled to the rights and benefits thereof and may enforce the provisions as if it were a party hereto.

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Section 9.06. Severability. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever

held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement.

Section 9.07. Separate Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 9.08. Headings. The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 9.09. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

Section 9.10. Nonpetition Covenants.

(a) Notwithstanding any prior termination of this Agreement, the Servicer and the Seller shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.

60

(b) Notwithstanding any prior termination of this Agreement, the Servicer shall not, prior to the date which is one year and one day after the

termination of this Agreement with respect to the Seller, acquiesce, petition or otherwise invoke or cause the Seller to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Seller under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Seller or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Seller.

Section 9.11. Limitation of Liability of Owner Trustee and Indenture Trustee.

(a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by [ ], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall [ ], in its individual capacity or, except as expressly provided in the Trust Agreement, [ � 60; ], as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement as if specifically set forth herein.

(b) Notwithstanding anything contained herein to the contrary, this Agreement has been accepted by [ ], not in its individual capacity but solely as Indenture Trustee and in no event shall [ ] have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pur suant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.

Section 9.12. Third-Party Beneficiary. The Trustees and other indemnitees hereunder are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if they were parties hereto.

Section 9.13. Confidentiality.

The Issuer hereby agrees to hold and treat all Confidential Information (as defined below) provided to it in connection with the offering of the Notes in confidence and in accordance with this Section 9.13, and will implement and maintain safeguards to further assure the confidentiality of such Confidential Information. Such Confidential Information will not, without the prior written consent of the Servicer, be disclosed or used by the Issuer or by its subsidiaries or, affiliates, or its or their directors, officers, employees, agents or controlling persons or agents or advisors (collectively, the “Information Recipients”) other than for the purposes of (i) structuring the securitization transaction and facilitating the issuance of the Notes, or (ii) in connection with the performance of its required due diligence on the Receivables. Disclosure that is not in violation of the Right to Financial Privacy Act of 1978, as amended, the Gramm-Leach-Bliley Act of 1999, as amended, (the “G-L-B Act”) or other applicable law by the Issuer of any Confidential Information at the request of its outside auditors or governmental regulatory authorities in connection with an examination of the Issuer by any such authority or for the purposes specified in above shall not constitute a breach of its obligations under this Section 9.13, and shall not require the prior consent of the Servicer.

61

As used herein, “Confidential Information” means non-public personal information (as defined in the G-L-B Act and its enabling regulations issued by

the Federal Trade Commission) regarding obligors on the Receivables that is identified as such by the Servicer. Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of disclosure by the Issuer or any of its Information Recipients; (ii) was available to the Issuer on a non-confidential basis from a person or entity other than the Servicer prior to its disclosure to the Issuer; (iii) is requested to be disclosed by a governmental authority or related governmental, administrative, or regulatory or self-regulatory agencies having or claiming authority to regulate or oversee any aspect of the Issuer’s business or that of its affiliates or is otherwise required by law or by legal or regulatory process to be disclosed; (iv) becomes available to the Issuer on a non-confidential basis from a person or entity other than the Servicer who, to the best knowledge of the Issuer, is not otherwise bound by a confidentiality agreement with the Servicer, and is not otherwise prohibited from transmitting the information to the Issuer; or (v) the Servicer provides written permission to the Issuer to release.

Section 9.14. Federal Tax Treatment. Notwithstanding anything to the contrary contained in this Agreement or any document delivered herewith, all persons may disclose to any and all persons, without limitation of any kind, the federal income tax treatment of the Notes, any fact relevant to understanding the federal tax treatment of the Notes, and all materials of any kind (including opinions or other tax analyses) relating to such federal tax treatment.

Section 9.15. Intent of the Parties; Reasonableness.

The Seller, Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Article Three of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information und er these provisions on the basis of evolving interpretations of Regulation AB. In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance.

62

The Issuer shall, and shall cause the Administrator (including any of its assignees or designees) to cooperate with the Servicer by providing timely notice

of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation AB.

63

IN WITNESS WHEREOF, the parties hereto have caused this Sale and Servicing Agreement to be duly executed by their respective officers as of the

day and year first above written.

Acknowledged and accepted as of the day and year first above written: [ ], not in its individual capacity but solely as Indenture Trustee

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

on behalf of the Trust By: Name: Title: AMERICAN HONDA RECEIVABLES LLC, as Seller By: Name: Title: AMERICAN HONDA FINANCE CORPORATION, as Servicer By: Name: Title:

By: Name: Title: By: Name: Title:

64

SCHEDULE A

SCHEDULE OF RECEIVABLES

[Delivered to Alston & Bird LLP at Closing]

A-1

SCHEDULE B

LOCATION OF RECEIVABLE FILES

American Honda Finance Corporation Southwest Region (Region 1) 6261 Katella Avenue Suite 1A Cypress, California 90630 American Honda Finance Corporation Southeast Region (Region 2) 1235 Old Alpharetta Road, Suite 190 Alpharetta, Georgia 30005 American Honda Finance Corporation Central Region (Region 3) 3625 West Royal Lane Suite 100 Irving, Texas 75063 American Honda Finance Corporation Northeast Region (Region 4) 600 Kelly Way Holyoke, Massachusetts 01040 American Honda Finance Corporation Midwest Region (Region 5) 2170 Point Blvd. Suite 100 Elgin, Illinois 60123 American Honda Finance Corporation Northwest Region (Region 6) 2420 Camino Ramon Suite 350 San Ramon, California 94583 American Honda Finance Corporation Central Atlantic Region (Region 7) 8601 McAlpine Park Drive, #230 Charlotte, North Carolina 28211

B-1

American Honda Finance Corporation Mid Atlantic Region (Region 8) Little Falls Centre 201 Little Falls Drive Wilmington, Delaware 19808 American Honda Finance Corporation Corporate Headquarters 20800 Madrona Avenue Torrance, California 90503 FDI Collateral Management FDI Computer Consulting Inc. 9750 Goethe Road Sacramento, CA 95827-3500 American Honda Finance Corporation Remarketing Center 3625 West Royal Lane, Suite 150 Irving, TX 75063 American Honda Finance Corporation National Bankruptcy Center 3625 West Royal Lane, Suite 200 Irving, TX 75063 American Honda Finance Corporation National Recovery Center 3625 West Royal Lane, Suite 200 Irving, TX 75063

B-2

EXHIBIT A

SERVICER'S CERTIFICATE

AMERICAN HONDA FINANCE CORPORATION MONTHLY SERVICER REPORT — Honda Auto Receivables 20[ ]-[ ] Owner Trust

Collection Period: [_____] through [_____]

Determination Date: [_____]

Payment Date: [_____]

I. ORIGINAL DEAL PARAMETER INPUTS (A) Total Portfolio Balance $ 0.00(B) Total Securities Balance $ 0.00(C) Class A-1 Notes

(i) Class A-1 Notes Balance $ 0.00(ii) Class A-1 Notes Percentage 0.00%(iii) Class A-1 Notes Rate 0.00000%(iv) Class A-1 Notes Accrual Basis Actual/360

(D) Class A-2 Notes (i) Class A-2 Notes Balance $ 0.00(ii) Class A-2 Notes Percentage 0.00%(iii) Class A-2 Notes Rate 0.000%(iv) Class A-2 Notes Accrual Basis 30/360

(E) Class A-3 Notes (i) Class A-3 Notes Balance $ 0.00(ii) Class A-3 Notes Percentage 0.00%(iii) Class A-3 Notes Rate 0.000%(iv) Class A-3 Notes Accrual Basis 30/360

(F) Class A-4 Notes (i) Class A-4 Notes Balance $ 0.00(ii) Class A-4 Notes Percentage 0.00%

Exh. A-1

(iii) Class A-4 Notes Rate 0.000%(iv) Class A-4 Notes Accrual Basis 30/360

(G) Certificates (i) Certificates Balance $ 0.00(ii) Certificates Percentage 0.00%(iii) Certificates Rate 0.00%(iv) Certificates Accrual Basis 30/360

(H) Servicing Fee Rate 0.00%(I) Portfolio Summary

(i) Weighted Average Coupon (WAC) 0.00%(ii) Weighted Average Original Maturity (WAOM) 0.00 months(iii) Weighted Average Remaining Maturity (WAM) 0.00 months(iv) Number of Receivables 0

(J) Reserve Account (i) Reserve Account Initial Deposit Percentage 0.00%(ii) Reserve Account Initial Deposit $ 0.00(iii) Specified Reserve Account Percentage 0.00%(v) Specified Reserve Account Balance $ 0.00

(K) Yield Supplement Account Deposit $ 0.00 II. INPUTS FROM PREVIOUS MONTHLY SERVICER REPORTS

(A) Total Portfolio Balance $ 0.00(B) Total Securities Balance $ 0.00(C) Cumulative Note and Certificate Pool Factor 0.0000000(D) Class A-1 Notes

(i) Class A-1 Notes Balance $ 0.00(ii) Class A-1 Notes Pool Factor 0.0000000(iii) Class A-1 Notes Interest Carryover Shortfall $ 0.00(iv) Class A-1 Notes Principal Carryover Shortfall $ 0.00

Exh. A-2

(E) Class A-2 Notes (i) Class A-2 Notes Balance $ 0.00(ii) Class A-2 Notes Pool Factor 0.0000000(iii) Class A-2 Notes Interest Carryover Shortfall $ 0.00(iv) Class A-2 Notes Principal Carryover Shortfall $ 0.00

(F) Class A-3 Notes (i) Class A-3 Notes Balance $ 0.00(ii) Class A-3 Notes Pool Factor 0.0000000(iii) Class A-3 Notes Interest Carryover Shortfall $ 0.00(iv) Class A-3 Notes Principal Carryover Shortfall $ 0.00

(G) Class A-4 Notes (i) Class A-4 Notes Balance $ 0.00(ii) Class A-4 Notes Pool Factor 0.0000000(iii) Class A-4 Notes Interest Carryover Shortfall $ 0.00(iv) Class A-4 Notes Principal Carryover Shortfall $ 0.00

(H) Certificates (i) Certificates Balance $ 0.00(ii) Certificates Pool Factor 0.0000000(iii) Certificates Interest Carryover Shortfall $ 0.00(iv) Certificates Principal Carryover Shortfall $ 0.00

(I) Servicing Fee (i) Servicing Fee Shortfall $ 0.00

(J) End of Prior Month Account Balances (i) Reserve Account $ 0.00(ii) Yield Supplement Account $ 0.00(iii) Advances Outstanding $ 0.00

(K) Portfolio Summary as of End of Prior Month (i) Weighted Average Coupon (WAC) 0.00%(ii) Weighted Average Remaining Maturity (WAM) 0.00 months(iii) Number of Receivables 0

Exh. A-3

* Advances are reimbursed:

(L) Note and Certificate Percentages (i) Note Percentage 0.00%(ii) Certificate Percentage 0.00%

III. MONTHLY INPUTS FROM THE MAINFRAME

(A) Simple Interest Receivables Principal (i) Principal Collections $ 0.00(ii) Prepayments in Full $ 0.00(iii) Repurchased Receivables Related to Principal $ 0.00

(B) Simple Interest Receivables Interest (i) Simple Interest Collections $ 0.00(ii) Repurchased Receivables Related to Interest $ 0.00

(C) Interest Advance for simple Interest - Net * $ 0.00(D) Portfolio Summary as of End of Month

(i) Weighted Average Coupon (WAC) 0.00%(ii) Weighted Average Remaining Maturity (WAM) 0.00 months(iii) Remaining Number of Receivables 0

(i) from subsequent payments, liquidation proceeds and servicer repurchase payments in respect of the related obligor, and

(ii) to the extent amounts in clause (i) are insufficient, generally from interest (with respect to interest advances) and principal (with respect to principal advances) amounts available on each payment date

IV. INPUTS DERIVED FROM OTHER SOURCES (A) Collection Account Investment Income $ 0.00(B) Reserve Account Investment Income $ 0.00(C) Yield Supplement Account Investment Income $ 0.00(D) Trust Fees Expense $ 0.00(E) Aggregate Net Losses for Collection Period $ 0.00

Exh. A-4

(F) Liquidated Receivables Information (i) Gross Principal Balance on Liquidated Receivables 0.00(ii) Liquidation Proceeds 0.00(iii) Recoveries from Prior Month Charge Offs 0.00

(G) Days in Accrual Period 0(H) Deal age 1

MONTHLY COLLECTIONS

V. INTEREST COLLECTIONS

(A) Total Interest Collections $ 0.00 VI. PRINCIPAL COLLECTIONS

(A) Principal Payments Received $ 0.00(B) Liquidation Proceeds 0.00(C) Repurchased Loan Proceeds Related to Principal 0.00(D) Recoveries from Prior Month Charge Offs 0.00 (E) Total Principal Collections $ 0.00

VII. TOTAL INTEREST AND PRINCIPAL COLLECTIONS $ 0.00 VIII. YIELD SUPPLEMENT DEPOSIT $ 0.00 IX. TOTAL AVAILABLE AMOUNT $ 0.00

MONTHLY DISTRIBUTIONS X. FEE DISTRIBUTIONS

(A) Servicing Fee (i) Servicing Fee Due $ 0.00

Exh. A-5

(ii) Servicing Fee Paid ($0.00 per $1,000 original principal amount) 0.00 (iii) Servicing Fee Shortfall $ 0.00

(B) Reserve Account Investment Income $ 0.00(C) Yield Supplement Account Investment Income $ 0.00(D) Trust Fees Expense $ 0.00

XI. DISTRIBUTIONS TO NOTEHOLDERS

(A) Interest (i) Class A-1 Notes

(a) Class A-1 Notes Interest Due $ 0.00(b) Class A-1 Notes Interest Paid 0.00 (c) Class A-1 Notes Interest Shortfall $ 0.00

(ii) Class A-2 Notes (a) Class A-2 Notes Interest Due $ 0.00(b) Class A-2 Notes Interest Paid 0.00 (c) Class A-2 Notes Interest Shortfall $ 0.00

(iii) Class A-3 Notes (a) Class A-3 Notes Interest Due $ 0.00(b) Class A-3 Notes Interest Paid 0.00 (c) Class A-3 Notes Interest Shortfall $ 0.00

(iv) Class A-4 Notes (a) Class A-4 Notes Interest Due $ 0.00(b) Class A-4 Notes Interest Paid 0.00 (c) Class A-4 Notes Interest Shortfall $ 0.00

(v) Total Note Interest (a) Total Note Interest Due $ 0.00(b) Total Note Interest Paid 0.00 (c) Total Note Interest Shortfall $ 0.00(d) Reserve Account Withdrawal for Note Interest $ 0.00

Exh. A-6

Amount available for distributions after Fees & Interest $ 0.00(B) Principal

(i) Noteholders' Principal Distribution Amounts $ 0.00(ii) Class A-1 Notes Principal

(a) Class A-1 Notes Principal Due $ 0.00(b) Class A-1 Notes Principal Paid 0.00 (c) Class A-1 Notes Principal Shortfall $ 0.00(d) Reserve Account Withdrawal $ 0.00

(iii) Class A-2 Notes Principal (a) Class A-2 Notes Principal Due $ 0.00(b) Class A-2 Notes Principal Paid 0.00 (c) Class A-2 Notes Principal Shortfall $ 0.00(d) Reserve Account Withdrawal $ 0.00

(iv) Class A-3 Notes Principal (a) Class A-3 Notes Principal Due $ 0.00(b) Class A-3 Notes Principal Paid 0.00 (c) Class A-3 Notes Principal Shortfall $ 0.00(d) Reserve Account Withdrawal $ 0.00

(v) Class A-4 Notes Principal (a) Class A-4 Notes Principal Due $ 0.00(b) Class A-4 Notes Principal Paid 0.00 (c) Class A-4 Notes Principal Shortfall $ 0.00(d) Reserve Account Withdrawal $ 0.00

(vi) Total Notes Principal (a) Total Notes Principal Due $ 0.00(b) Total Notes Principal Paid 0.00 (c) Total Notes Principal Shortfall $ 0.00(d) Reserve Account Withdrawal $ 0.00

Exh. A-7

Amount available for distributions to the Certificates and Reserve Fund $ 0.00 XII. DISTRIBUTIONS TO CERTIFICATEHOLDERS

(A) Interest (i) Certificates Monthly Interest Due $ 0.00(ii) Certificate Interest Shortfall Beginning Balance 0 (iii) Total Certificates Interest Due $ 0.00(iv) Certificate Monthly Interest Paid 0.00 (v) Certificate Interest Shortfall Ending Balance $ 0.00

(B) Principal (i) Certificates Monthly Principal Due $ 0.00(ii) Certificate Principal Shortfall Beginning Balance $ 0.00 (iii) Total Certificates Principal Due $ 0.00(iv) Certificate Monthly Principal Paid 0.00 (v) Certificate Principal Shortfall Ending Balance $ 0.00

XIII. RESERVE FUND DEPOSIT

Amount available for deposit into reserve account $ 0.00Amount Deposited into Reserve Account 0.00Excess Amount Released from Reserve Account 0.00 Excess Funds Released to Seller 0.00

DISTRIBUTIONS SUMMARY

(A) Total Collections $ 0.00(B) Service Fee $ 0.00(C) Trustee Fees $ 0.00(D) Class A1 Amount $ 0.00(E) Class A2 Amount $ 0.00

Exh. A-8

(F) Class A3 Amount $ 0.00(G) Class A4 Amount $ 0.00(H) Certificateholders $ 0.00(I) Amount Deposited into Reserve Account $ 0.00(J) Release to seller $ 0.00(K) Total amount distributed $ 0.00(L) Amount of Draw from Reserve Account $ 0.00(M) Excess Amount Released from Reserve Account 0.00

DISTRIBUTION TO SECURITYHOLDERS

Note Interest Distribution Amount $ 0.00

Class A-1 Notes: ($ 0.00 per $1,000 original principal amount)Class A-2 Notes: ($ 0.00 per $1,000 original principal amount)Class A-3 Notes: ($ 0.00 per $1,000 original principal amount)Class A-4 Notes: ($ 0.00 per $1,000 original principal amount)

Note Principal Distribution Amount 0.00

Class A-1 Notes: ($ 0.00 per $1,000 original principal amount)Class A-2 Notes: ($ 0.00 per $1,000 original principal amount)Class A-3 Notes: ($ 0.00 per $1,000 original principal amount)Class A-4 Notes: ($ 0.00 per $1,000 original principal amount)

Note Interest Carryover Shortfall 0.00

Change from immediately preceding Payment Date 0.00Class A-1 Notes: ($ 0.00 per $1,000 original principal amount)Class A-2 Notes: ($ 0.00 per $1,000 original principal amount)Class A-3 Notes: ($ 0.00 per $1,000 original principal amount)Class A-4 Notes: ($ 0.00 per $1,000 original principal amount)

Exh. A-9

PORTFOLIO AND SECURITY SUMMARY

Note Principal Carryover Shortfall 0.00Change from immediately preceding Payment Date 0.00Class A-1 Notes: ($ 0.00 per $1,000 original principal amount)Class A-2 Notes: ($ 0.00 per $1,000 original principal amount)Class A-3 Notes: ($ 0.00 per $1,000 original principal amount)Class A-4 Notes: ($ 0.00 per $1,000 original principal amount)

Certificate Interest Distribution Amount 0.00

($ 0.00 per $1,000 original principal amount) Certificate Principal Distribution Amount 0.00

($ 0.00 per $1,000 original principal amount) Certificate Interest Carryover Shortfall 0.00

Change from immediately preceding Payment Date 0.00($ 0.00 per $1,000 original principal amount)

Certificate Principal Carryover Shortfall 0.00

Change from immediately preceding Payment Date 0.00($ 0.00 per $1,000 original principal amount)

Beginning EndXIV. POOL BALANCES AND PORTFOLIO INFORMATION of Period of Period

(A) Balances and Principal Factors (i) Aggregate Balance of Notes $ 0.00 $ 0.00(ii) Note Pool Factor 0.0000000 0.0000000(iii) Class A-1 Notes Balance 0.00 0.00(iv) Class A-1 Notes Pool Factor 0.0000000 0.0000000

Exh. A-10

SUMMARY OF ACCOUNTS

(v) Class A-2 Notes Balance 0.00 0.00(vi) Class A-2 Notes Pool Factor 0.0000000 0.0000000(vii) Class A-3 Notes Balance 0.00 0.00(viii) Class A-3 Notes Pool Factor 0.0000000 0.0000000(ix) Class A-4 Notes Balance 0.00 0.00(x) Class A-4 Notes Pool Factor 0.0000000 0.0000000(xi) Certificates Balance 0.00 0.00(xii) Certificates Pool Factor 0.0000000 0.0000000(xiii) Total Principal Balance of Notes and Certificates 0.00 0.00

(B) Portfolio Information (i) Weighted Average Coupon (WAC) 0.00% 0.00%(ii) Weighted Average Remaining Maturity (WAM) 0.00 months 0.00 months(iii) Remaining Number of Receivables 0 0(iv) Portfolio Receivable Balance $ 0.00 $ 0.00

(C) Outstanding Advance Amount $ 0.00 $ 0.00

XV. RECONCILIATION OF RESERVE ACCOUNT (A) Beginning Reserve Account Balance $ 0.00(B) Draws 0.00

(i) Draw for Servicing Fee 0.00(ii) Draw for Interest 0.00(iii) Draw for Realized Losses 0.00

(C) Excess Interest Deposited into the Reserve Account 0.00(E) Reserve Account Balance Prior to Release 0.00(F) Reserve Account Required Amount 0.00(G) Final Reserve Account Required Amount 0.00(H) Excess Reserve Account Amount 0.00(I) Release of Reserve Account Balance to Seller 0.00

Exh. A-11

(J) Ending Reserve Account Balance 0.00 XVI. RECONCILIATION OF YIELD SUPPLEMENT ACCOUNT

(A) Beginning Yield Supplement Account Balance 0.00(B) Investment Earnings 0.00(C) Investment Earnings Withdraw 0.00(D) Additional Yield Supplement Amounts 0.00(E) Yield Supplement Deposit Amount 0.00(F) Release of Yield Supplement Account Balance to Seller 0.00 (G) Ending Yield Supplement Account Balance 0.00

XVII. NET LOSS AND DELINQUENCY ACCOUNT ACTIVITY

(A) Liquidated Contracts (i) Liquidation Proceeds $ 0.00(ii) Recoveries on Previously Liquidated Contracts 0.00

(B) Aggregate Net Losses for Collection Period 0.00(C) Net Loss Rate for Collection Period (annualized) 0.00%(D) Cumulative Net Losses for all Periods 0.00

# Units Dollar Amount (E) Delinquent Receivables

(i) 31-60 Days Delinquent 0 0.00% $ 0.00 0.00%(ii) 61-90 Days Delinquent 0 0.00% $ 0.00 0.00%(ii) 91 Days or More Delinquent 0 0.00% $ 0.00 0.00%

XVIII. REPOSSESSION ACTIVITY # Units Dollar Amount

(A) Vehicles Repossessed During Collection Period 0 0.00% $ 0.00 0.00%(B) Total Accumulated Repossessed Vehicles in Inventory 0 0.00% $ 0.00 0.00%

Exh. A-12

I hereby certify that the servicing report provided is true and accurate to the best of my knowledge.

Mr. Paul Honda Vice President–Finance & Administration, Assistant Secretary and Compliance Officer

XIX. NET LOSS AND DELINQUENCY RATIOS (A) Ratio of Net Losses to the Pool Balance as of Each Collection Period

(i) Second Preceding Collection Period 0.00%(ii) Preceding Collection Period 0.00%(iii) Current Collection Period 0.01%(iv) Three Month Average (Avg(i,ii,iii)) 0.01%

(B) Ratio of Balance of Contracts Delinquent 61 Days or More to the Outstanding Balance of Receivables.(i) Second Preceding Collection Period 0.00%(ii) Preceding Collection Period 0.00%(iii) Current Collection Period 0.00%(iv) Three Month Average (Avg(i,ii,iii)) 0.00%

Exh. A-13

EXHIBIT B

RESERVED

Exh. B-1

EXHIBIT C

FORM OF REDEMPTION NOTICE

Via Federal Express [DATE] [ADDRESS] [ADDRESS] [ADDRESS] [ADDRESS] [ADDRESS] [ADDRESS]

Honda Auto Receivables [ ] Owner Trust Dear Sir/Madam,

Reference is made to the Sale and Servicing Agreement, dated as of [________] (“Sale and Servicing Agreement”), among American Honda Receivables LLC, as Seller, American Honda Finance Corporation (“AHFC”), as Servicer, and Honda Auto Receivables [______] Owner Trust (the “Trust”). Pursuant to Section 8.01 of the Sale and Servicing Agreement, notice is hereby given that on [________] (the “Redemption Date”), AHFC shall purchase the Owner Trust Estate.

Reference is made to the Indenture, dated as of [_________] (“Indenture”), between the Trust and [_________], as Indenture Trustee. Pursuant to Section 10.01 of the Indenture, notice is hereby given that on the Redemption Date, AHFC elects to have the Notes redeemed in exchange for the Redemption Price.

On the Redemption Date, AHFC shall pay to the Indenture Trustee all agreed upon amounts due, representing the Owner Trust Estate under the Sale and Servicing Agreement as of such date. Pursuant to Section 8.04(b) of the Indenture, the Issuer hereby requests that on the Redemption Date, upon (i) the redemption of the Notes pursuant to Section 10.01 of the Indenture and (ii) the delivery of the Officer’s Certificate and Opinion of Counsel required by Section 8.04(b) of the Indenture, the Indenture Trustee release any remaining portion of the Owner Trust Estate from the lien of the Indenture and release any funds on deposit in the Accounts in accordance with Section 8.04(b) of the Indenture. Pursuant to Section 1.02(a) of the Administration Agreement dated as of [____] among the Issuer, AHFC, AHR and the Indentur e Trustee, AHFC as Administrator is making this Issuer Request on behalf of the Issuer.

Re: Notice of Election to Purchase All Receivables

Exh. C-1

After the purchase of the Owner Trust Estate by AHFC on the Redemption Date, the Trust shall terminate in accordance with the terms of the Trust

Agreement, and AHFC hereby requests that the Owner Trustee (i) cancel the Certificate of Trust by filing a certificate of cancellation with the Secretary of State (pursuant to Section 9.01(e) of the Amended and Restated Trust Agreement) and (ii) inform the Certificateholder of such action and specify the date on which the Certificateholder shall surrender such Trust Certificates for final payment and cancellation, pursuant to Section 9.01(c) of the Amended and Restated Trust Agreement.

In addition, AHFC requests that the Indenture Trustee (i) provide notice to the Holders of the Notes [and the Swap Counterparty] pursuant to Section 10.01 of the Indenture, which notice shall contain the information required by Section 10.02 of the Indenture, and (ii) provide notice to DTC pursuant to item 6 in Schedule A of the DTC Letter of Representations, dated as of [__________].

Terms having their initial letters capitalized which are not otherwise defined herein have the meanings ascribed to them in the Sale and Servicing Agreement.

Very Truly Yours, American Honda Finance Corporation, as Servicer and Administrator By: Name: [__________] Title: [__________]

cc: [Rating Agencies]

Exh. C-2

EXHIBIT D

FORM OF OFFICER’S CERTIFICATE HONDA AUTO RECEIVABLES [_________] OWNER TRUST

OFFICER’S CERTIFICATE

Reference is hereby made to the Indenture dated as of [_________] (the “Indenture”) between Honda Auto Receivables [________] Owner Trust, as Issuer (the “Issuer”), and [__________], as Indenture Trustee (the “Indenture Trustee”), and to the Sale and Servicing Agreement dated as of [_________] (the “Sale and Servicing Agreement”) among the Issuer, American Honda Receivables LLC, as seller, and American Honda Finance Corporation, as servicer (in such capacity the “Servicer”). Capitalized terms used and not otherwise defined herein have the meanings provided in the Indenture.

In connection with the satisfaction and discharge of the Indenture pursuant to Section 4.01 of the Indenture and the release of the Owner Trust Estate pursuant to Section 8.04 of the Indenture the undersigned certifies that:

1. As required by Section 8.01 of the Sale and Servicing Agreement and Section 10.01 of the Indenture:

2. Notice of redemption of the Notes was delivered by the Servicer to the Indenture Trustee pursuant to Section 10.01 of the Indenture. Such notice

was furnished not later than the number of days prior to the Redemption Date required by Section 10.01 of the Indenture.

3. All conditions precedent provided for in the Indenture to the satisfaction and discharge of the Indenture have been complied with, and

4. All conditions precedent provided for in the Indenture to the release of the Owner Trust Estate pursuant to Section 8.04 of the Indenture have beencomplied with.

The undersigned has read or caused to be read the applicable conditions and the definitions in the Indenture relating thereto, including without limitation Section 11.01 of the Indenture, and has obtained and reviewed copies of the notices, certificates and opinions referred to therein. With respect to paragraphs 4 and 5, the undersigned has relied on the opinion of counsel of [_____________], dated [__________] to identify the notices, certificates and opinions required to be delivered to satisfy the conditions set forth in the Indenture. In the opinion of the undersigned, the undersigned has made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether or not such conditions have been complied with. This Officer’s Certificate is also being delivered to [____________] with the understanding that it will be relied upon with respect to paragraphs 1 through 3 and may be attached to the legal opinion to be given by said firm on or about the date hereof in connection with the Servicer’s purchase of the Owner Trust Estate pursuant to Section 8.01 of the Sale and Servicing Agreement.

a. [___________] (the “Redemption Date”) is a Payment Date following the last day of a Collection Period as of which the aggregate Pool Balance was 10% or less of the Original Pool Balance.

b. The Servicer deposited into the Collection Account, and it is the undersigned’s understanding that the Indenture Trustee transferred into the Note Distribution Account an amount equal to the Redemption Price. The deposit was made in immediately available funds by 8:00 A.M., Los Angeles time on such Payment Date.

Exh. D-1

This Officer’s Certificate is delivered by an Authorized Officer of the Administrator pursuant to Section 1.02 of the Administration Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the [___] day of [_______].

AMERICAN HONDA FINANCE CORPORATION By: Name: Title:

Exh. D-2

EXHIBIT E

FORM OF SARBANES CERTIFICATE

I, [____________], certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Honda Auto Receivables [___] Owner Trust (the “Exchange Act periodic reports”); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. I am responsible for reviewing the activities performed by the servicers and based on my knowledge and the compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [_____________] Date: [____________]

By: Name: [_________] Title: [_________]

Exh. E-1

EXHIBIT F

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Servicer, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference Criteria General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in

accordance with the transaction agreements.

1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.

1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

Cash Collection and Administration 1122(d)(2)(i) Payments on receivables are deposited into the appropriate custodial bank accounts and related bank

clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.

1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.

1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.

1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts,

including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

Exh. F-1

Reference Criteria Investor Remittances and Reporting 1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with

the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

Pool Asset Administration 1122(d)(4)(i) Collateral or security on receivables is maintained as required by the transaction agreements or related

receivables documents.

1122(d)(4)(ii) Receivables and related documents are safeguarded as required by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance

with any conditions or requirements in the transaction agreements.

1122(d)(4)(iv) Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the applicable Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.

1122(d)(4)(v) The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.

1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.

Exh. F-2

Reference Criteria 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in

accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.

1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.

1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.

1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.

Exh. F-3

EXHIBIT 99.2

AMERICAN HONDA FINANCE CORPORATION,as Seller,

and

AMERICAN HONDA RECEIVABLES LLC,as Purchaser

RECEIVABLES PURCHASE AGREEMENTDated [____________]

TABLE OF CONTENTS

Page

ARTICLE ONE DEFINITIONS

SCHEDULES

Section 1.01 Definitions 1Section 1.02 Other Definitional Provisions 2

ARTICLE TWO CONVEYANCE OF RECEIVABLES

Section 2.01 Conveyance of Receivables 2Section 2.02 Representations and Warranties of the Seller and the Purchaser 3Section 2.03 Representations and Warranties as to the Receivables 6Section 2.04 Covenants of the Seller 10

ARTICLE THREE PAYMENT OF RECEIVABLES PURCHASE PRICE

Section 3.01 Payment of Receivables Purchase Price 10ARTICLE FOUR TERMINATION

Section 4.01 Termination 11ARTICLE FIVE

MISCELLANEOUS PROVISIONS Section 5.01 Amendment 11Section 5.02 Protection of Right, Title and Interest to Receivables 11Section 5.03 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial 12Section 5.04 Notices 12Section 5.05 Severability of Provisions 12Section 5.06 Assignment 13Section 5.07 Further Assurances 13Section 5.08 No Waiver; Cumulative Remedies 13Section 5.09 Counterparts 13Section 5.10 Third-Party Beneficiaries 13Section 5.11 Headings 13Section 5.12 Seller Indemnification 13Section 5.13 Merger, Consolidation or Assumption of the Obligations of the Seller 14

Schedule A - Schedule of Receivables A-1

-i-

This Receivables Purchase Agreement, dated [ ], is between American Honda Finance Corporation, a California corporation, as seller, and

American Honda Receivables LLC, a Delaware limited liability company, as purchaser.

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

ARTICLE ONE

DEFINITIONS

Section 1.01 Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings:

“Agreement” means this Receivables Purchase Agreement and all amendments hereof and supplements hereto.

“Closing Date” means [ ].

“Cutoff Date” means [ ].

“Delaware Trustee” means [ ], as Delaware trustee under the Trust Agreement.

“Indenture” means the Indenture, dated [ ], between the Issuer and the Indenture Trustee.

“Indenture Trustee” means [ ], as indenture trustee under the Indenture.

“Issuer” means Honda Auto Receivables 20[ ]- [ ]Owner Trust, a Delaware statutory trust.

“Owner Trustee” means [ ], as owner trustee under the Trust Agreement.

“Purchaser” means American Honda Receivables LLC, in its capacity as purchaser of the Receivables under this Agreement, and its successors and assigns.

“Receivables Purchase Price” means $[ ].

“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated [ ], among American Honda Receivables LLC, as seller, American Honda Finance Corporation, as servicer, and the Issuer.

“Schedule of Receivables” means the schedule of receivables attached as Schedule A hereto.

“Seller” means American Honda Finance Corporation, in its capacity as seller of the Receivables under this Agreement, and its successors and assigns.

“Servicer” means American Honda Finance Corporation in its capacity as servicer under the Sale and Servicing Agreement and its successors and

assigns.

“Trust Agreement” means the trust agreement dated [ ], as amended and restated on [ ] among American Honda Receivables LLC, as depositor, the Owner Trustee and the Delaware Trustee.

“Trustees” means the Indenture Trustee, the Owner Trustee and the Delaware Trustee.

“Warranty Receivable” means a Receivable purchased by the Seller pursuant to Section 2.03(c).

Section 1.02 Other Definitional Provisions.

(a) All capitalized terms not otherwise defined in this Agreement shall have the defined meanings used in the Sale and Servicing Agreement.

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

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01 Conveyance of Receivables.

(a) The Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Purchaser, and the Purchaser hereby purchases from the Seller, without recourse (subject to the Seller’s obligations hereunder), all of the right, title and interest of the Seller in, to and under the following:

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

(ii) the security interests in the Financed Vehicles;

(iii) any proceeds of any physical damage insurance policies covering the Financed Vehicles and in any proceeds of any credit life or

credit disability insurance policies relating to the Receivables or the Obligors;

(iv) any proceeds of Dealer Recourse;

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(v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable

and have been repossessed by or on behalf of the Issuer; and

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

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

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

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

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

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

(i) Organization and Good Standing. The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of California, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.

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(ii) Due Qualification. The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all

necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by the Sale and Servicing Agreement) shall require such qualifications.

(iii) Power and Authority. The Seller shall have the power and authority to execute and deliver this Agreement and to carry out its terms,

and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary corporate action.

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

(v) No Violation. The execution, delivery and performance by the Seller of this Agreement and the consummation of the transactions

contemplated by this Agreement and the fulfillment of the terms hereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it may be bound or any of its properties are subject; nor r esult in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the knowledge of the Seller, any order, rule or regulation applicable to it or its properties of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or any of its properties.

(vi) No Proceedings. There are no proceedings or investigations pending or, to the knowledge of the Seller, threatened against the Seller,

before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Seller, would materially and adversely affect the performance by the Seller of its obligations under this Agreement.

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

(i) Organization and Good Standing. The Purchaser is a limited liability company duly organized, validly existing and in good standing

under the laws of the State of Delaware, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables.

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(ii) Due Qualification. The Purchaser is duly qualified to do business as a foreign limited liability company in good standing, and has

obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications.

(iii) Power and Authority. The Purchaser shall have the power and authority to execute and deliver this Agreement and to carry out its

terms; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Purchaser by all necessary corporate action.

(iv) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against it in

accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v) No Violation. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by

this Agreement and the fulfillment of the terms hereof shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Purchaser, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Purchaser is a party or by which it may be bound or any of its propertie s are subject; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the knowledge of the Purchaser, any order, rule or regulation applicable to it or its properties of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Purchaser or any of its properties.

(vi) No Proceedings. There are no proceedings or investigations pending or, to the knowledge of the Purchaser, threatened against the

Purchaser, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of the Purchaser, would materially and adversely affect the performance by the Purchaser of its obligations under this Agreement.

(c) The representations and warranties set forth in this Section shall survive the sale of the Receivables by the Seller to the Purchaser and the sale

of the Receivables by the Purchaser to the Issuer. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

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Section 2.03 Representations and Warranties as to the Receivables.

(a) Eligibility of Receivables. The Seller hereby represents and warrants to the Purchaser as of the Cutoff Date that:

(i) Characteristics of Receivables. Each Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of

the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

(ii) Schedule of Receivables. The information set forth in the Schedule of Receivables shall be true and correct in all material respects as

of the opening of business on the Cutoff Date, and no selection procedures believed to be adverse to the Securityholders were utilized in selecting the Receivables from those motor vehicle (including automobiles and light-duty trucks) [or motorcyles] receivables, of the Seller which met the selection criteria set forth in this Agreement.

(iii) Compliance with Law. Each Receivable and each sale of the related Financed Vehicle shall have complied at the time it was

originated or made, and shall comply at the time of execution of this Agreement in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B, M and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit C ode and other consumer credit, equal credit opportunity and disclosure laws.

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(iv) Binding Obligation. Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the

related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

(v) No Bankrupt Obligors. According to the records of the Seller, as of the Cutoff Date, no Obligor is the subject of a bankruptcy

proceeding.

(vi) Security Interest in Financed Vehicles. According to the records of the Seller, as of the Cutoff Date, no Financed Vehicle has been repossessed and not reinstated and immediately prior to the sale, assignment and transfer thereof, all necessary steps shall be taken so that each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of the Seller as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of the Seller as secured party.

(vii) Receivables in Force. No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been

released in whole or in part from the lien granted by the related Receivable.

(viii) No Waivers. No provision of a Receivable shall have been waived in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(ix) No Amendments. No Receivable shall have been amended or modified in such a manner that the total number of Scheduled

Payments has been increased or that the related Amount Financed has been increased or such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto.

(x) No Defenses. No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense,

nor shall the same have been asserted or threatened, with respect to any Receivable.

(xi) No Liens. To the knowledge of the Seller, no liens or claims shall have been filed, including liens for work, labor or materials relating to a Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable.

(xii) No Defaults. Except for payment defaults continuing for a period of not more than 30 days as of the Cutoff Date, no default, breach,

violation or event permitting acceleration under the terms of any Receivable shall have occurred and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; and the Seller shall not have waived any of the foregoing except as otherwise permitted hereunder.

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(xiii) Insurance. Pursuant to the Receivables, each Obligor has been required to obtain physical damage insurance covering the related

Financed Vehicle and the Obligor is required under the terms of the related Receivable to maintain such insurance.

(xiv) Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had goo d and marketable title to each Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the applicable UCC.

(xv) Lawful Assignment. No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the

sale, transfer and assignment of such Receivable under this Agreement or pursuant to the transfer of the Securities shall be unlawful, void or voidable.

(xvi) All Filings Made. Both the Seller and the Purchaser, respectively, have caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements (including UCC filings) necessary in the appropriate jurisdictions under the applicable law to give the Indenture Trustee a first priority perfected ownership interest in the Receivables.

(xvii) One Original. There shall be only one original executed copy of each Receivable.

(xviii) Chattel Paper. Each Receivable constitutes “tangible chattel paper” as defined within the meaning of the applicable UCC.

(xix) Additional Representations and Warranties. (A) Each Receivable shall have an original maturity of at least [ ] months and not

more than [ ] months and, as of the Cutoff Date, a remaining maturity of not less than [ ] months nor greater than [ ] months; (B) each Receivable shall provide for payment of a finance charge or shall yield interest calculated on the basis of an APR ranging from [ ]% to [ ]%; (C) each Receivable shall have had an original principal balance of not less than $[ ] nor more than $[ ] and, as of the Cutoff Date, all of the Receivables shall have an average unpaid principal balance of $[ ]; (D) each Receivable was originated on or after [ ] and on or prior to [ ]; (E) each Financed Vehicle shall be a new or used Honda or Acura motor vehicle (including automobiles and light-duty trucks) [or a new or used Honda motorcycle]; (F) the Obligor under each Receivable had a current billing address in the United States or its territories or possessions as of the Cutoff Date; and (G) no Receivable shall have a Scheduled Payment that is more than 30 days past due as of the Cutoff Date.

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(xx) Possession of Documents. The Servicer has in its possession all original copies of the agreements that constitute or evidence the

Receivables. The agreements that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee (pursuant to and as provided in the Sale and Servicing Agreement and the Indenture). All financing statements filed or to be filed against the Seller in favor of Purchaser and assigned to the Indenture Trustee in connection herewith describing the Receivables cont ain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”

(b) Notice of Breach. The representations and warranties set forth in this Section shall speak as of the execution and delivery of this Agreement,

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

(c) Repurchase of Receivables. In the event of a breach of any representation or warranty set forth in Section 2.03(a) which materially and adversely affects the interests of the Noteholders in any Receivable and unless the breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the discovery of the breach is made or notice is received, as the case may be (or, at the option of the Seller, the last day in the first Collection Period following the Collection Period in which such discovery is made), the Seller shall repurchase such Receivable. In consideration of the purchase of any such Receivable, the Seller shall remit an amoun t equal to the Warranty Purchase Payment in respect of such Receivable to the Purchaser and shall be entitled to receive the Released Warranty Amount. In the event that, as of the date of execution and delivery of this Agreement, any Liens or claims shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Noteholders in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. Upon any such repurchase, the Purchaser shall, without further action, be deemed to transfer, assign, set-over and otherwise convey to the Seller, without recourse, representation or warranty, all the right, title and interest of the Purchaser in, to and under such repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser, the Issuer, the Owner Trustee, the Delaware Trustee or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by the Seller to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser, the Issuer, the Trustees or the Securityholders with respect to a breach of the Seller’s representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens or claims shall be to require the Seller to repurchase the related Receivables pursuant to this Section.

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

(a) Security Interests. Except for the conveyances hereunder, the Seller will not sell, pledge, assign or transfer to any other Person, or

grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein; the Seller will immediately notify the Purchaser of the existence of any Lien on any Receivable and, in the event that the interests of the Noteholders in such Receivable are materially and adversely affected, such Receivable shall be repurchased from the Purchaser by the Seller in the manner and with the effect specified in Section 2.03(c), and the Seller shall defend the right, title and interest of the Purchaser in, t o and under the Receivables, whether now existing or hereafter created, against all claims of third parties claiming through or under the Seller; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit the Seller from suffering to exist upon a Receivable any Lien for municipal or other local taxes if such taxes shall not at the time be due and payable or if the Seller shall currently be contesting the validity of such taxes in good faith by appropriate proceedings and shall have set aside on its books adequate reserves with respect thereto.

(b) Delivery of Payments. The Seller agrees to deliver in kind upon receipt to the Servicer under the Sale and Servicing Agreement (if

other than the Seller) all payments received by the Seller in respect of the Receivables as soon as practicable after receipt thereof by the Seller.

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

ARTICLE THREE

PAYMENT OF RECEIVABLES PURCHASE PRICE

Section 3.01 Payment of Receivables Purchase Price. In consideration of the sale of the Receivables from the Seller to the Purchaser as provided in

Section 2.01, on the Closing Date the Purchaser agrees to pay the Seller an amount equal to the Receivables Purchase Price. The Receivables Purchase Price shall be paid in the form of (i) $[ ], the net cash proceeds from the public offering by the Purchaser of the Notes and (ii) $[ & #160; ], being deemed paid and returned to the Purchaser as a capital contribution.

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ARTICLE FOUR

TERMINATION

Section 4.01 Termination. The respective obligations and responsibilities of the Seller and the Purchaser created hereby shall terminate, except for

the indemnity obligations of the Seller as provided herein, upon the termination of the Issuer as provided in the Trust Agreement.

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

Section 5.01 Amendment.

(a) This Agreement may be amended from time to time by the Purchaser and the Seller, without the consent of the Securityholders, to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to add any other provision with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement or the Sale and Servicing Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel to the Purchaser delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Securityholders.

(b) This Agreement may also be amended from time to time by the Purchaser and the Seller with the consent of the Indenture Trustee, the consent of the Holders of Notes evidencing at least a majority of the Outstanding Amount of the Notes and the consent of the Holders (as such term is defined in the Trust Agreement) of Certificates evidencing at least a majority of all the percentage interests evidenced by the Certificates, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement.

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

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

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

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(c) The Seller will give the Purchaser prompt written notice of any relocation of any office from which the Seller keeps records concerning the

Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof.

Section 5.03 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.

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

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

Section 5.04 Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, or overnight delivery service, by facsimile or by electronic mail (if an address therefore has been provided by the respective party in writing) to, in the case of (i) the Purchaser, to American Honda Receivables LLC, 20800 Madrona Avenue, Torrance, California 90503, Attention: President; (ii) the Seller, to American Honda Finance Corporation, 20800 Madrona Avenue, Torrance, California 90503, Attention: President; and (iii) the Indenture Trustee, to [ADDRESS], [ADDRESS], Attention: [ ]; or, as to any of such Persons, at such other address as shall be designated by such Person in a written notice to the other Persons.

Section 5.05 Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any amendment or supplement hereto.

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Section 5.06 Assignment. This Agreement may not be assigned by the Purchaser or the Seller except as contemplated by this Section and the Sale

and Servicing Agreement; provided, however, that simultaneously with the execution and delivery of this Agreement, the Purchaser shall assign all of its right, title and interest herein to the Issuer, which in turn, will pledge its rights to the Indenture Trustee for the benefit of the Noteholders as provided in Section 2.01 of the Sale and Servicing Agreement, to which the Seller hereby expressly consents. The Seller agrees to perform its obligations hereunder for the benefit of the Issuer and that the Indenture Trustee may enforce the provisions of this Agreement, exercise th e rights of the Purchaser and enforce the obligations of the Seller hereunder without the consent of the Purchaser.

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

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

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

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

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

Section 5.12 Seller Indemnification.

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

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(b) Trustees. The Seller shall indemnify, defend and hold harmless the Trustees from and against any and all costs, expenses, losses, claims,

damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, and was imposed upon the Trustees through the negligence, willful misfeasance or bad faith of the Seller in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

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

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

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

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

(ii) the Seller shall have delivered to the Purchaser and the Indenture Trustee an Officer’s Certificate of the Seller and an Opinion of

Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with.

(b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in

each case in accordance with the provisions of Section 5.06 and this Section.

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

above written.

AMERICAN HONDA FINANCE CORPORATION, as Seller By: ____________________ Name: Title: AMERICAN HONDA RECEIVABLES LLC, as Purchaser By: ____________________ Name: Title:

SCHEDULE A

SCHEDULE OF RECEIVABLES

[Omitted -- originals on file at the offices

of the Seller and the Purchaser]

A-1

EXHIBIT 99.3

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

as Issuer,

AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Administrator,

AMERICAN HONDA RECEIVABLES LLC,

as Depositor,

and

[____________] as Indenture Trustee

ADMINISTRATION AGREEMENT

Dated [____________]

TABLE OF CONTENTS

Page

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

EXHIBITS Exhibit A - Form of Power of Attorney A-1Exhibit B - Form of Annual Certification B-1Exhibit C - Servicing Criteria to be Addressed in Assessment of Compliance C-1

This Administration Agreement, dated [____________] (the “Agreement”), is among Honda Auto Receivables 20[_]- [ ] Owner Trust, as Issuer (the “Issuer”), American Honda Finance Corporation (“AHFC”), as sponsor (in such capacity, the “Sponsor”) and administrator (in such capacity, the “Administrator”), American Honda Receivables LLC (“AHR”), as depositor (in such capacity, the “Depositor”), and [____________], as indenture trustee (the “Indenture Trustee”).

WHEREAS, the Issuer was created pursuant to the Amended and Restated Trust Agreement, dated [____________] (the “Trust Agreement”), among the Depositor, [____________], as owner trustee (the “Owner Trustee”) and [____________], as Delaware trustee (the “Delaware Trustee”);

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

WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and of certain beneficial ownership interests of the Issuer, including (i) the Indenture, (ii) a Sale and Servicing Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), among the Issuer, AHR, as transferor (in such capacity, the “Seller”), and AHFC, as servicer (in such capacity, the “Servicer”)[, (iii) a Swap Agreement, dated [____________] among Honda Auto Receivables 20[ ]-[ ] Owner Trust and [____________] (the “Swap Counterparty”)] and (iv) a Letter of Representations, dated [____________] (the “Note Depository Agreem ent”) among the Issuer, the Indenture Trustee and The Depository Trust Company (collectively with this Agreement, the Indenture, the Sale and Servicing Agreement, [the Swap Agreement,] the Control Agreement, the Trust Agreement and the Note Depository Agreement, the “Related Documents”);

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

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

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

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

Section 1.01 Capitalized Terms; Interpretive Provisions.

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

and Servicing Agreement, the Trust Agreement or the Indenture, as the case may be. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings:

“Agreement” means this Administration Agreement, as amended, supplemented or modified from time to time.

“Related Documents” has the meaning set forth in the Preamble.

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

Section 1.02 Duties of the Administrator.

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

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

(ii) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note

Registrar and the location, or change in location, of the Note Register (Section 2.04);

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

(iv) the fixing or causing to be fixed of any special record date and the notification of the Indenture Trustee and Noteholders with

respect to special payment dates, if any (Section 2.07(c));

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

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

(vii) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the

Indenture regarding funds held in trust (Section 3.03);

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

(ix) the obtaining and preservation of the Issuer’s qualifications to do business, including under the Pennsylvania Motor Vehicle Sale

Finance Act and Maryland Code Financial Institutions, Title 11, Subtitle 4 (Section 3.04), as applicable;

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

(xi) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Owner

Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);

(xii) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform

its duties under the Indenture (Section 3.07(b));

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

(xiv) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations upon the

merger or consolidation of the Issuer under the Indenture and the obtaining of the Opinion of Counsel and the Officer’s Certificate relating thereto (Section 3.10);

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

Agreement (Section 3.14);

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

(xvii) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer’s

Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);

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

(xix) the compliance with Section 5.04 of the Indenture with respect to the sale of the Owner Trust Estate in a commercially

reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04);

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

(xxi) the preparation and delivery to each Noteholder such information as may be required to enable such holder to prepare its federal

and state income tax returns (Section 6.06);

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

(xxiii) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture

Trustee is not the Note Registrar (Section 7.01);

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

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(xxv) the opening of one or more accounts in the Issuer’s name and the taking of all other actions necessary with respect to investment

and reinvestment of funds in the Accounts (Sections 8.02 and 8.03);

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

(xxvii) the preparation of Issuer Requests, the obtaining of Opinions of Counsel and the certification to the Indenture Trustee with

respect to the execution of supplemental indentures and the mailing to the Noteholders, and with respect to the Rating Agencies the duty to make available to each Rating Agency, of notices with respect to such supplemental indentures (Sections 9.01 and 9.02);

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

(xxix) the duty to notify the Indenture Trustee, and with respect to each Rating Agency the duty to make such notice available to each

Rating Agency, of redemption of the Notes and to cause the Indenture Trustee to provide such notification to the Noteholders (Sections 10.01 and 10.02);

(xxx) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any

requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));

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

(xxxii) the notification of each Rating Agency, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such

notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); and

(xxxiii) the recording of the Indenture, if applicable (Section 11.15); and

(xxxiv) [the duty to take all appropriate action that either the Issuer or the Owner Trustee is required to take pursuant to the Swap Agreement including, without limitation, the following:]

A. [the delivery to the Indenture Trustee of any Officer's Certificates required to be delivered by the Issuer pursuant to the Swap Agreement;]

B. [the delivery of a copy to the Swap Counterparty of any notice it shall deliver pursuant to Section 3.19 of the Indenture in respect of the occurrence of a Servicer Default under the Sale and Servicing Agreement;]

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(b) The Administrator shall:

(i) pay, on behalf of the Issuer, from time to time reasonable compensation to (A) the Indenture Trustee for all services rendered by

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

(ii) except as otherwise expressly provided in the Indenture, reimburse, on behalf of the Issuer, the Indenture Trustee upon its request

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

C. [[the delivery of prompt written notice to the Swap Counterparty of each Event of Default under the Indenture and each Servicer Default under the Sale and Servicing Agreement;]

D. [the delivery to the Swap Counterparty promptly of a copy of the written notice in the form of an Officer’s Certificate delivered to the Indenture Trustee, of any event which with the giving of notice and the lapse of time would become an Event of Default under Section 5.01 of the Indenture;]

E. [the delivery to the Swap Counterparty of summaries of any information, documents or reports required to be filed by the Issuer with the Securities and Exchange Commission;]

F. [the delivery of prompt written notice to the Swap Counterparty of the removal or resignation of the Administrator pursuant to Seciton 1.09 of this Agreement;]

G. [the prompt transmittal to the Swap Counterparty of any notice received by the Issuer from the Noteholders;]

H. [the delivery to the Swap Counterparty of a copy of the Annual Statement of Compliance required by Section 3.09 of the Indenture;]

I. [the delivery of prior notice to the Swap Counterparty of any proposed indentures supplemental to the Indenture under Sections 9.01 or 9.02 of the Indenture; and]

J. [on behalf of the Issuer, the delivery of any notices to the Swap Counterparty required pursuant to the Related Documents].

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(iii) except as otherwise expressly provided in the third sentence of Section 7.01 of the Trust Agreement, reimburse, on behalf of the

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

(iv) indemnify, on behalf of the Issuer, the Indenture Trustee, the Owner Trustee and the Delaware Trustee and their respective agents

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

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

(c) The Administrator shall make available to each Rating Agency (i) notice of the occurrence and continuation of any Servicer Default and shall

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

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(d) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, in each instance in which notice must be made available

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

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

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

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

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

Indenture.

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

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

(i) the amendment of or any supplement to the Indenture;

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

(iii) the amendment, change or modification of the Basic Documents;

(iv) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the

Indenture or the appointment of successor Administrators or successor Servicers, or the consent to the assignment by the Note Registrar, any Paying Agent or Indenture Trustee of its obligations under the Indenture; and

(v) the removal of the Indenture Trustee.

(k) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments

to the Noteholders under the Related Documents, (ii) sell the Owner Trust Estate pursuant to Section 5.04 of the Indenture, (iii) take any other action that the Issuer directs the Administrator not to take on its behalf or (iv) take any other action which may be construed as having the effect of varying the investment of the Trust Certificateholders.

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

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Section 1.04 Compensation. As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for

its expenses related thereto, the Administrator shall be entitled to an annual payment of compensation which shall be solely an obligation of the Depositor.

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

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

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

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

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

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

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

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

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

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(ii) the existence of any proceeding or action, or the entry of a decree or order for relief by a court or regulatory authority having

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

(iii) the commencement by the Administrator of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or

the consent by the Administrator to the appointment of or taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Administrator or of any substantial part of its property or the making by the Administrator of an assignment for the benefit of creditors or the failure by the Administrator generally to pay its debts as such debts become due or the taking of corporate action by the Administrator in furtherance of any of the foregoing; or

(iv) any failure by the Administrator to deliver any information, report, certification, compliance certificate, attestation or

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

The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer and

the Indenture Trustee within seven days after the occurrence of such event.

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

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

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

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Section 1.10 Action Upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to the

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

Section 1.11 Notices. i) All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, overnight delivery service, by facsimile, by electronic mail (if an address therefore has been provided by the respective party in writing), and addressed in each case as follows: (i) if to the Issuer or the Owner Trustee, to: [____________], [ADDRESS], [ADDRESS], Attention: [____________], (ii) if to the Administrator, to: American Honda Finance Corporation, 20800 Madrona Avenue, Torrance, California 90503, Attention: President; (iii) if to the Depositor, to: American Honda Receivables LL C, 20800 Madrona Avenue, Torrance, California 90503, Attention: President; and (iv) if to the Indenture Trustee, to: [____________], [ADDRESS], [ADDRESS], Attention: [____________]; or to such other address as any party shall have provided to the other parties in writing. Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, sent by overnight delivery service, by facsimile, by electronic mail (if an address therefore has been provided by the respective party in writing), or hand-delivered to the address of such party as provided above.

(b) (i) Notices required to be given to each Rating Agency by the Administrator shall be in writing, personally delivered, couriered or mailed by certified mail, return receipt requested, electronic mail (if an address therefore has been provided by the respective party in writing) or overnight delivery service to (A) in the case of [____________], at the following address: [ADDRESS], [ADDRESS], Attention: [____________], or via email to [____________] and (B) in the case of [____________], at the following address: [ADDRESS], [ADDRESS], Attention: [____________], or via email to [____________]; or at such other address (includ ing electronic mail addresses) as shall be designated by written notice to the party or parties providing notice under this paragraph

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

Section 1.12 Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee and the Delaware Trustee but without the consent of the Noteholders or the Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, that such amendment will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any of the Noteholders or the Certificateholders. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee, the Delaware Trustee and the Holders of Notes evidencing at least a majority of the Outstanding Amount and the Holders of Trust Certificates evidencing at least a majority of the Percentage Interests evidenced by the Trust Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions that are required to be made for the benefit of the Noteholders or the Certificateholders or (ii) reduce the aforesaid percentage of the Holders of Notes and Trust Certificates which are required to consent to any such amendment, without the written consent of the Holders of all outstanding Notes and Trust Ce rtificates. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Depositor, which permission shall not be unreasonably withheld. Prior to its execution of any amendment to this Agreement, the Owner Trustee and the Indenture Trustee shall be entitled to receive an opinion of counsel, provided at the expense of the party requesting such amendment, that such amendment is authorized and permitted by this Agreement.

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Section 1.13 Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to

in writing by the Issuer and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, tha t such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and the Indenture Trustee, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or permitted assigns of the parties hereto.

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

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

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

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

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

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

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

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

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

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

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Section 1.20 Rights of the Indenture Trustee. The Indenture Trustee shall be afforded the same rights, protections, immunities and indemnities set

forth in the Indenture as if specifically set forth herein.

Section 1.21 Additional Requirements of the Administrator.

(a) Reporting Requirements.

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

(ii) As a condition to the succession to Administrator as administrator by any Person as permitted by Section 1.09 hereof the Administrator shall

provide to the succeeding Administrator, on behalf of the Issuer, at least 10 Business Days prior to the effective date of such succession or appointment, (x) written notice of such succession or appointment and (y) in writing all information in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to any class of asset-backed securities.

(iii) In addition to such information as the Administrator, as administrator, is obligated to provide pursuant to other provisions of this

Agreement, if so requested by the Issuer, the Administrator shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate preparation of distribution reports in accordance with Item 1121 of Regulation AB.

(b) Administrator Compliance Statement. On or before June 1st of each calendar year, commencing in [____________], the Administrator shall

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

(c) Report on Assessment of Compliance and Attestation

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On or before 90 days after the end of each fiscal year during which the Issuer is required to file a report on Form 10-K with the Securities and

Exchange Commission, commencing with the fiscal year ended March 31, [____________], the Administrator shall:

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

(ii) deliver to the Issuer and the Owner Trustee a report of a registered public accounting firm reasonably acceptable to the Issuer that

attests to, and reports on, the assessment of compliance made by the Administrator and delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act; and

(iii) if requested by the Issuer on or before May 1st of the calendar year in which such certification is to be delivered, deliver to the Issuer

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

The Administrator acknowledges that the parties identified in clause (a)(iii) above may rely on the certification provided by the Administrator pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission. The Issuer will not request delivery of a certification under clause (a)(iii) above unless the Depositor is required under the Exchange Act to file an annual report on Form 10-K with respect to an issuing entity whose asset pool includes the Receivables. If the Administrator is the same party as the Servicer, such party’s compliance with Section 3.12 of the Sale and Servicing Agreement will satisfy the Administrator’s obligations set forth in this Section 1.21(c).

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

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

16

The Issuer (including any of its assignees or designees) shall cooperate with the Administrator by providing timely notice of requests for information

under these provisions and by reasonably limiting such requests to information required, in the Administrator’s, on behalf of the Issuer, reasonable judgment, to comply with Regulation AB.

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

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

as Issuer

[____________], not in its individual capacity but solely as Indenture Trustee

AMERICAN HONDA FINANCE CORPORATION,

as Administrator

By: [ ], not in its individual capacity but solely as Owner Trustee

By: __________________________ Name: Title:

AMERICAN HONDA RECEIVABLES LLC,

as Depositor

By: __________________________ Name: Title:

By: __________________________ Name: Title:

By: __________________________ Name: Title:

EXHIBIT A

POWER OF ATTORNEY PURSUANT TO

SECTION 1.02(c) OF ADMINISTRATION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS, that Honda Auto Receivables 20[ ]- [ ] Owner Trust, a Delaware statutory trust (the “Issuer”), does hereby appoint American Honda Finance Corporation, a California corporation (the “Grantee”), located at 20800 Madrona Avenue, Torrance, California 90503, as its attorney-in-fact with full power of substitution and hereby authorizes and empowers the Grantee, in the name of and on behalf of the Grantor or the Issuer, to take the following actions from time to time with respect to the duties of the Administrator under the Administration Agreement, dated [____________] (the “Administration Agreement”), among the Issuer, the Administrator , American Honda Receivables LLC, as depositor and [____________], as indenture trustee, for the purpose of executing on behalf of the Grantor or the Issuer all such documents, reports, filings, instruments, certificates and opinions required pursuant to the Related Documents:

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

This Power of Attorney is revocable in whole or in part as to the powers herein granted upon notice by the Grantor. If not earlier revoked, this Power of Attorney shall expire completely or, if so indicated, in part, upon the earlier of (i) the termination of the amended and restated trust agreement, dated [____________] (the “Trust Agreement”), among American Honda Receivables LLC, as depositor, [____________], as Owner Trustee and [____________], as Delaware Trustee or (ii) the termination of the Administration Agreement, as each may be amended, restated or supplemented from time to time. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement or the Administration Agreement, as the case may be.

THIS POWER OF ATTORNEY SHALL BE CREATED UNDER AND GOVERNED AND CONSTRUED UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK.

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

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Dated this __ day of [ ].

Signed and delivered in the presence of. ______________________________

[Unofficial Witness]

[Seal] HONDA AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, as Issuer

By: [____________], not in its individual capacity but solely as Owner Trustee

By: ______________________________ Name: Title:

Address: ________________________

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EXHIBIT B

FORM OF SARBANES CERTIFICATE

I, [____________], certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Honda Auto Receivables [___] Owner Trust (the “Exchange Act periodic reports”); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. I am responsible for reviewing the activities performed by the servicers and based on my knowledge and the compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: [_____________] Date: [____________]

By: __________________________________ Name: [_________] Title: [_________]

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EXHIBIT C

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered by the Administrator, shall address, at a minimum, the criteria identified as below as “Applicable

Servicing Criteria”:

Reference Criteria

General Servicing Considerations

1122(d)(1)(i) Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.

1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.

1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.

Cash Collection and Administration

1122(d)(2)(i) Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements.

1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for

such advances, are made, reviewed and approved as specified in the transaction agreements.

1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

1122(d)(2)(v) Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial

accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

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Reference Criteria

Investor Remittances and Reporting

1122(d)(3)(i) Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.

1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.

1122(d)(3)(iii) Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.

1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

Pool Asset Administration

1122(d)(4)(i) Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents. 1122(d)(4)(ii) Receivables and related documents are safeguarded as required by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions

or requirements in the transaction agreements.

1122(d)(4)(iv) Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the applicable Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.

1122(d)(4)(v) The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.

1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.

1122(d)(4)(viii) Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

1122(d)(4)(ix) Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.

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Reference Criteria 1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with

the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.

1122(d)(4)(xii) Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.

1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.

1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements.

1122(d)(4)(xv) Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.

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EXHIBIT 99.4

AMERICAN HONDA RECEIVABLES LLC,

as Seller,

HONDA AUTO RECEIVABLES 20[ ]-[ ] OWNER TRUST, as Initial Secured Party,

AMERICAN HONDA FINANCE CORPORATION,

as Servicer

[ ], as Indenture Trustee,

as Assignee-Secured Party,

and

[ ], as Securities Intermediary

CONTROL AGREEMENT

Dated [ ]

TABLE OF CONTENTS

UPage

ARTICLE ONE DEFINITIONS

Section 1.01. General Definitions 1Section 1.02. Incorporation of UCC by Reference 2

ARTICLE TWO ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

Section 2.01. Establishment of Securities Accounts 2Section 2.02. “Financial Assets” Election 3Section 2.03. Entitlement Orders 3Section 2.04. Subordination of Lien, Waiver of Set-Off 3Section 2.05. Notice of Adverse Claims 3

ARTICLE THREE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY

Section 3.01. Representations, Warranties and Covenants of the Securities Intermediary 4Section 3.02. Duties and Liabilities of the Securities Intermediary GenerallyU 4

ARTICLE FOUR MISCELLANEOUS

Section 4.01. Choice of Law; Submission to Jurisdiction; Waiver of Jury Trial 5Section 4.02. Conflict with other Agreements 6Section 4.03. Amendments 6Section 4.04. Successors and Assigns 6Section 4.05. Notices 6Section 4.06. Termination 6Section 4.07. Counterparts 7Section 4.08. Limitation of Liability of Owner Trustee 7Section 4.09. Rights of the Indenture Trustee 7Section 4.10. Communications with Rating Agencies 7

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This Control Agreement, dated [ ] (this “ UAgreement U”), is among American Honda Receivables LLC (the “ USeller U”), Honda Auto

Receivables 20[ ], -[ ] Owner Trust (the “ UInitial Secured Party U”), American Honda Finance Corporation (the “Servicer”), [ ], as indenture trustee (the “ UAssignee-Secured Party U”), and [ � 0; ], as securities intermediary (the “ USecurities Intermediary U”).

RECITALS

WHEREAS, pursuant to the Sale and Servicing Agreement, the Seller has transferred to the Initial Secured Party, investment property consisting of Securities Accounts (hereinafter defined), related securities entitlements and the financial assets and other investment property from time to time included therein (collectively, the “Investment Property”).

WHEREAS, the Initial Secured Party has pledged and assigned its rights in the Investment Property to the Assignee-Secured Party pursuant to the Indenture to secure payment of the Notes;

WHEREAS, pursuant to the Indenture, on the date on which the lien of the Indenture is released, rights with respect to the Investment Property shall be transferred back to the Initial Secured Party;

WHEREAS, the parties hereto desire (i) that the security interest of the Assignee-Secured Party be a first priority security interest perfected by “control” pursuant to Articles Eight and Nine of the UCC and (ii) to make provision for the perfection in a similar manner of the Initial Secured Party’s security interest following release of the lien of the Indenture.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE ONE

DEFINITIONS

Section 1.01. UGeneral Definitions U. Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement.

“ UAgreement U” has the meaning set forth in the Preamble.

“ UAssignee-Secured Party U” has the meaning set forth in the Preamble.

“ UEntitlement Holder U” means, with respect to any financial asset, a Person identified in the records of the Securities Intermediary as the Person having a

Security Entitlement against the Securities Intermediary with respect to such financial asset.

“ UIndenture U” means the Indenture, dated [ ], between the Initial Secured Party and the Assignee-Secured Party.

“ UInitial Secured Party U” has the meaning set forth in the Preamble.

“ UNotes U” has the meaning set forth in the Indenture.

“ UPerson U” means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.

“ USecurities Accounts U” means account number [ ] in the name “Honda Auto 20[ ]-[ ] Owner Trust Reserve Fund Account” and account number [ ; ] in the name “Honda Auto 20[ ]-[ ] Owner Trust Yield Supplement Account”, established with the Securities Intermediary, or an affiliate thereof, pursuant to the Indenture, together with any successor accounts established pursuant to the Indenture, or, after release of the lien of the Indenture, the Trust Agreement.

“ USale and Servicing AgreementU” means the Sale and Servicing Agreement, dated [ ], between the Seller and the Initial Secured Party.

“ USecured Obligations U” has the meaning set forth in the Sale and Servicing Agreement.

“ UServicer U” has the meaning set forth in the Preamble.

“ USeller U” has the meaning set forth in the Preamble.

“ UTrust Agreement U” means the trust agreement dated [ ], as amended and restated on [ ], among the Seller, [ ], a s owner trustee (not in its individual capacity, but solely as owner trustee, the “Owner Trustee”) and [ ], as Delaware trustee (the “Delaware Trustee”).

“ UUCC U” means the Uniform Commercial Code as in effect in the State of New York on the date hereof.

Section 1.02. UIncorporation of UCC by Reference U. Except as otherwise specified herein or as the context may otherwise require, all terms used in this Agreement not otherwise defined herein which are defined in the UCC shall have the meanings assigned to them in the UCC.

ARTICLE TWO

ESTABLISHMENT OF CONTROL OVER SECURITIES ACCOUNTS

Section 2.01. UEstablishment of Securities Accounts U. The Securities Intermediary hereby confirms that (i) the Securities Intermediary has established the Securities Accounts listed in the definition thereof, (ii) each Securities Account is an account to which financial assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Assignee-Secured Party as entitled to exercise the rights that comprise any financial asset credited to each Securities Account, (iv) all property delivered to the Securities Intermediary by or on behalf o f the Assignee-Secured Party or the Initial Secured Party for deposit to one of the Securities Accounts will promptly be credited to that Securities Account and (v) all securities or other property underlying any financial assets credited to any of the Securities Accounts shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to any Securities Account be registered in the name of the Seller, payable to the order of the Seller or specially endorsed to the Seller except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.

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Section 2.02. U“Financial Assets” Election U. The Securities Intermediary hereby agrees that each item of property (whether investment property, financial asset, security, instrument or cash) credited to each Securities Account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

Section 2.03. UEntitlement Orders U. If at any time the Securities Intermediary shall receive any written order from the Assignee-Secured Party directing

transfer or redemption of any financial asset relating to any Securities Account, the Securities Intermediary shall comply with such order without further consent by the Seller, the Servicer, the Initial Secured Party or any other Person. If at any time the Assignee-Secured Party notifies the Securities Intermediary in writing that the lien of the Indenture has been released, the Securities Intermediary shall thereafter comply with orders with respect to directing transfer or redemption of any financial asset relating to any Securities Account from the Initial Secured Party without further consent by the Seller, the Servicer or any other Person. The Securities Intermediary shall have no obligation to transfer or redeem the financial assets credited to the Securities Accounts, and shall be fully protected in refraining from making any such transfer or redemption in the absence of such Entitlement Orders, or prior to the receipt of any Entitlement Order.

Section 2.04. USubordination of Lien, Waiver of Set-Off U. In the event that the Securities Intermediary has or subsequently obtains by agreement,

operation of law or otherwise a security interest in any Securities Account or any security entitlement credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interests of the Assignee-Secured Party and the Initial Secured Party. The financial assets and other items deposited to the Securities Account will not be subject to deduction, set-off, banker’s lien or any other right in favor of any Person or entity other than the Assignee-Secured Party (except that the Securities Intermediary may set off against amounts on deposit in each Securities Account (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of such Securities Account, and (ii) the face amount of any checks which have been credited to such Securities Account but are subsequently returned unpaid because of uncollected or insufficient funds). Notwithstanding anything contained herein to the contrary, the Securities Intermediary shall have a lien senior to that of the Assignee-Secured Party for any and all amounts required for the payment of the purchase price of a financial asset, which purchase has been placed but not cleared or settled.

Section 2.05. UNotice of Adverse Claims U. Except for the claims and interests of the Initial Secured Party and the Assignee-Secured Party in the Securities

Accounts, the Securities Intermediary does not have actual knowledge (without any obligation of independent inquiry or investigation) of any claim to, or interest in, the Securities Accounts or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Securities Account or in any financial asset carried therein, the Securities Intermediary to the extent it has actual knowledge thereof, will promptly notify the Assignee-Secured Party, the Initial Secured Party and the Seller thereof to the extent an officer in its corporate trust and agency group has actual knowledge thereof.

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ARTICLE THREE

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SECURITIES INTERMEDIARY

Section 3.01. URepresentations, Warranties and Covenants of the Securities Intermediary U. The Securities Intermediary hereby represents and warrants to the Assignee-Secured Party, the Initial Secured Party and the Seller, and covenants that:

(a) Each Securities Account has been established as set forth in Section 2.01 and such Securities Accounts will be maintained in the manner set forth herein until termination of this Agreement. The Securities Intermediary shall not change the name or account number of any Securities Account without the prior written consent of the Assignee-Secured Party (or, after receipt of notice pursuant to Section 2.03 that the lien of the Indenture has been released, the Initial Secured Party).

(b) No financial asset is or will be registered in the name of the Seller, payable to the order of the Seller, or specially endorsed to the Seller, except to the extent such financial asset has been endorsed to the Securities Intermediary or in blank.

(c) This Agreement is the valid and legally binding obligation of the Securities Intermediary.

(d) The Securities Intermediary has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other Person relating to any of the Securities Accounts or any financial assets credited thereto pursuant to which it agrees to comply with entitlement orders of such Person.

(e) The Securities Intermediary has not entered into any other agreement with the Seller, the Assignee-Secured Party or the Initial Secured Party purporting to limit or condition the obligation of the Securities Intermediary to comply with entitlement orders as set forth in Section 2.03.

Section 3.02. UDuties and Liabilities of the Securities Intermediary GenerallyU.

(a) The Securities Intermediary shall be entitled to the same rights set forth with respect to the Indenture Trustee pursuant to Section 6.02 of the Indenture, except that Section 6.02(c) thereunder shall not apply to the Securities Intermediary, and such provisions are incorporated by reference herein.

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(b) The Securities Intermediary undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and the Securities Intermediary shall take such action with respect to this Agreement as it shall be directed pursuant to Section 2.03.

(c) No provision of this Agreement shall require the Securities Intermediary to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) The Securities Intermediary may at any time resign by giving 30 days written notice of resignation to the Initial Secured Party and the Seller; provided however that no such resignation of the Securities Intermediary shall be effective until a successor Securities Intermediary has been appointed and is serving pursuant to the terms hereof. Upon receiving notice of such resignation, the Initial Secured Party shall promptly appoint a successor and, upon acceptance by the successor of such appointment, release the resigning Successor Intermediary from its obligations hereunder by written instrument, a copy of which instrument shall be delivered to the other parties hereto, the Securities Intermediary and the successor Securities Intermediary. If no su ccessor shall have been so appointed and have accepted appointment within 45 days after the giving of such notice of resignation, the resigning Securities Intermediary may petition any court of competent jurisdiction for the appointment of such successor.

(e) The Servicer shall indemnify the Securities Intermediary and its officers, directors, employees and agents against any and all loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder not resulting from its own willful misconduct, negligence or bad faith. The Securities Intermediary shall notify the Servicer promptly of any claim for which it may seek indemnity. Failure by the Securities Intermediary to so notify the Servicer shall not relieve the Servicer of its obligations hereunder. The Servicer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Inden ture Trustee through the Securities Intermediary’s own willful misconduct, negligence or bad faith. The provisions of this Section 3.02(e) shall survive the termination of this Agreement or the earlier resignation or removal of the Securities Intermediary.

ARTICLE FOUR

MISCELLANEOUS

Section 4.01. UChoice of Law; Submission to Jurisdiction; Waiver of Jury Trial U. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. REGARDLESS OF ANY PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S LOCATION AND EACH SECURITIES ACCOUNT (AS WELL AS THE SECURITY ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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

Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation

directly or indirectly arising out of, under or in connection with this agreement. Section 4.02. UConflict with other Agreements U. There are no other agreements entered into between the Securities Intermediary in such capacity and the

Seller or the Initial Secured Party with respect to any Securities Accounts. In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail.

Section 4.03. UAmendmentsU. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto

unless it is in writing and is signed by all of the parties hereto. Section 4.04. USuccessors and Assigns U. The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their

respective corporate successors and permitted assigns. Section 4.05. UNotices U. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if

personally delivered at or mailed by registered mail, return receipt requested, or overnight delivery service, by facsimile or by electronic mail (if an address therefore has been provided by the respective party in writing) to, in the case of (i) the Seller, at 20800 Madrona Avenue, Torrance, California 90503 (facsimile no. (310) 972-2415), Attention: President; (ii) the Initial Secured Party c/o [ � 60; ], [ADDRESS], [ADDRESS], with a copy to American Honda Finance Corporation, as Administrator, at 20800 Madrona Avenue, Torrance, California 90503 (facsimile no. (310) 972-2415), (iii) the Assignee-Secured Party, at [ ], [ADDRESS], [ADDRESS], Attention: [ ] and (iv) the Securities Intermediary, at [ � 60; ], [ADDRESS], [ADDRESS], Attention: [ ], or as to any of such parties, at such other address as shall be designated by such party in a written notice to the other parties.

Section 4.06. UTermination U. The rights and powers granted herein to the Assignee-Secured Party have been granted in order to perfect its security interest

in the Securities Accounts, are powers coupled with an interest and will neither be affected by the bankruptcy of the Seller nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect with respect to the Securities Accounts until the Assignee-Secured Party and the Initial Secured Party (or, after the Securities Intermediary has been notified of the release of the lien of the Indenture pursuan t to Section 2.03, the Initial Secured Party) have notified the Securities Intermediary in writing that their respective security interests under the Indenture and the Trust Agreement have been terminated.

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Section 4.07. UCounterparts U. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

Section 4.08. ULimitation of Liability of Owner Trustee U. Notwithstanding anything contained herein to the contrary, this Agreement has been

countersigned by [ ], not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall [ � 60; ], in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement as if specifically set forth herein.

Section 4.09. URights of the Indenture Trustee U. The Indenture Trustee shall be afforded the same rights, protections, immunities and indemnities set forth

in the Indenture, as if specifically set forth herein. Section 4.10. Communications with Rating Agencies. If the Securities Intermediary or Indenture Trustee shall receive any written or oral

communication from any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes, such party agrees to refrain from communicating with such Rating Agency and to promptly (and, in any event, within one Business Day) notify the Administrator of such communication. Each of the Indenture Trustee and the Securities Intermediary agree to coordinate with the Administrator with respect to any communication received from a Rating Agency and further agree that in no event shall such p arty engage in any oral communication with respect to the substance of the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes, with any Rating Agency (or any of their respective officers, directors or employees) without participation of the Administrator.

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Neither the Securities Intermediary nor the Indenture Trustee will be responsible for delays attributable to the Administrator’s failure to deliver any information related to any communication with a Rating Agency (with respect to this section, the “Information”), defects in the Information supplied to the Rating Agency or Administrator or other circumstances beyond the control of the Securities Intermediary or Indenture Trustee. In addition, neither the Securities Intermediary nor the Indenture Trustee shall be under any obligation to make any determination as to the veracity or applicability of any Information provided to it, or whether any such Information is required to be maintained on a website or other public medium.

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

AMERICAN HONDA RECEIVABLES LLC, By: Name: Title:

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

capacity as Owner Trustee of Honda Auto Receivables 20[ ]-[ ] Owner Trust,

By: Name: Title:

[ ], not in its individual capacity but solely in its

capacity as Indenture Trustee, as Assignee-Secured Party and as Securities Intermediary

By: Name: Title:

AMERICAN HONDA FINANCE CORPORATION, as Servicer

By: Name: Title:

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Exhibit 99.5

(Multicurrency—Cross Border)

ISDA® International Swap Dealers Association. Inc.

MASTER AGREEMENT Dated as of December 16, 2008

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:—

(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.

(a) General Conditions.

[________________________] and HONDA AUTO RECEIVABLES

(“Party A”) 20[__]-[_] OWNER TRUST (“Party B”)

1. Interpretation

2. Obligations

(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.

(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:—

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.

(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.

(i) in the same currency; and

(ii) in respect of the same Transaction,

(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:—

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(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 Indemnifiable 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.

(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)).

(ii) Liability. If:—

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(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 organized and validly existing under the laws of the jurisdiction of its organization 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 authorize 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, reorganization, 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)).

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(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (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,

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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, organized, 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 t o the other party. 5. Events of Default and Termination Events (a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:—

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

(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;

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(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;

(iii) Credit Support Default.

(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 par t, 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 Supp ort 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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(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 ba nkruptcy 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) cau ses 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

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

(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:—

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

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

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

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

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

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

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

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(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)(l), (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).

(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).

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(b) Right to Terminate Following Termination Event.

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 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.

(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,

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

(ii) Transfer to Avoid Termination Event. If either an Illegality under Section 5(b)(i)(l) 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.

(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:—

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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.

(d) Calculations.

(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), 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).

(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 ba sis of daily compounding and the actual number of days elapsed.

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(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.

(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.

(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.

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

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

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

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

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

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

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

(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.

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

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(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.

(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.

(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 be entered into as soon as practicable and may be 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.

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(g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 10. Offices; Multibranch Parties (a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into. (b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party. (c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation. 11. Expenses A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 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 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);

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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:—

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) Service of Process. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(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,

(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.

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(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 t he 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

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

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

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

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

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

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

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

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(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 exec uted, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

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

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“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&# 160;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 obliga tion 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 Transactionwould 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.

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“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.

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“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:—

“Specified Entity” has the meaning 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, cro ss-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

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

(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.

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“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 Curren cy 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 valu e 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.

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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.

[________________________], a

HONDA AUTO RECEIVABLES 20[__]-[_]

national banking association organized OWNER TRUST under the laws of the United States of

America

By: [________________________], not in its individual capacity but solely as Owner Trustee on behalf of the Trust

By: By: Name: Name: Title: Title: Date: Date: