Common use of Union Bank, N Clause in Contracts

Union Bank, N. A. 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Honda Auto Receivables 2012-4 Owner Trust Asset Backed Certificates Dear Sirs: In connection with our acquisition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Seller concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we have not, nor has anyone acting on our behalf, offered, transferred, pledged, sold or otherwise disposed of the Certificates or an interest in the Certificates, or solicited any offer to buy, transfer, pledge or otherwise dispose of the Certificates or any interest in the Certificates from any person in any manner or made any general solicitation by means of general advertising or in any other manner, taken any other action that would constitute a distribution of the Certificates under the Act or that would render the disposition of the Certificates a violation of Section 5 of the Act or any state securities laws or require registration pursuant thereto, and we will not act, or authorize any person to act, in such manner with respect to the Certificates, (e) we are not a Benefit Plan Investor and (f) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Act. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the certificates for our own account or for resale pursuant to Rule 144A and understand that such certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A or (ii) pursuant to another exemption from registration under the Act. Very truly yours, [NAME OF TRANSFEREE] BY Authorized Officer EXHIBIT E Form of Monthly Rule 15Ga-1 Asset Repurchase Activity Report Reporting Period: ____________ Name of Issuing Entity: HAROT 2012-4 Trustee: Union Bank, N.A. ¨ Check here if the Trustee has no activity to report during Reporting Period indicated above Name of Issuing Entity Check if Registered Name of Originator Total Assets in ABS by Originator1 Assets That Were Subject of Demand Assets That Were Repurchased or Replaced Assets Pending Repurchase or Replacement (within cure period) Demand in Dispute Demand Withdrawn Demand Rejected (a) (b) (c) (#) (d) ($) (e) (% of principal balance) (f) (#) (g) ($) (h) (% of principal balance) (i) (#) (j) ($) (k) (% of principal balance) (l) (#) (m) ($) (n) (% of principal balance) (o) (#) (p) ($) (q) (% of principal balance) (r) (#) (s) ($) (t) (% of principal balance) (u) (#) (v) ($) (w) (% of principal balance) (x) Asset Class X Issuing Entity A CIK # X Originator 1 Originator 2 Total # $ # $ # $ # $ # $ # $ # $ Asset Class Y Issuing Entity B Originator 3 Total # $ # $ # $ # $ # $ # $ # $ Total # $ # $ # $ # $ # $ # $ # $ 1 Owner Trustee to provide if such information is available.

Union Bank, N. A. 1251 Avenue of the Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Honda Auto Receivables 2012-4 Owner Trust Asset Backed Certificates Dear Sirs: In connection with our acquisition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Seller concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we have not, nor has anyone acting on our behalf, offered, transferred, pledged, sold or otherwise disposed of are acquiring the Certificates or an interest in the Certificates, or solicited for investment for our own account and not with a view to any offer distribution of such Certificates (but without prejudice to buy, transfer, pledge 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 interest in the Certificates from to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person in any manner with respect thereto, 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 result in 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 Certificateslaws, (ef) we are not a Benefit Plan Investor and (fg) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Act. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the certificates for our own account will not sell, or for resale pursuant to Rule 144A and understand that such certificates may be resold, pledged or transferred only otherwise dispose of any Certificates unless (i) such sale, transfer or other disposition is made pursuant to a person reasonably believed an effective registration statement under the Act and in compliance with any state securities laws or is exempt from such registration requirements and, if requested, we will at our expense provide an Opinion of Counsel satisfactory to the addresses of this certificate that such sale, transfer or other disposition may be a qualified institutional buyer that purchases for its own account or for made pursuant to an exemption from the account of a qualified institutional buyer to whom notice is given that the resaleAct, pledge or transfer is being made in reliance on Rule 144A or (ii) pursuant the purchaser or transferee of such Certificate has executed and delivered to another exemption from registration under you a certificate to substantially the Actsame 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 October 18, 2012, among American Honda Receivables LLC, as Depositor, Union Bank, N.A., as Owner Trustee and U.S. Bank Trust National Association, as Delaware Trustee. Very truly yours, [NAME OF TRANSFEREE] BY Authorized Officer EXHIBIT E Form of Monthly Rule 15Ga-1 Asset Repurchase Activity Report Reporting Period: D FORM OF RULE 144A LETTER _______________, 20__ Name of Issuing Entity: HAROT 2012-4 Trustee: Union Bank, N.A. ¨ Check here if the Trustee has no activity to report during Reporting Period indicated above Name of Issuing Entity Check if Registered Name of Originator Total Assets in ABS by Originator1 Assets That Were Subject of Demand Assets That Were Repurchased or Replaced Assets Pending Repurchase or Replacement (within cure period) Demand in Dispute Demand Withdrawn Demand Rejected (a) (b) (c) (#) (d) ($) (e) (% of principal balance) (f) (#) (g) ($) (h) (% of principal balance) (i) (#) (j) ($) (k) (% of principal balance) (l) (#) (m) ($) (n) (% of principal balance) (o) (#) (p) ($) (q) (% of principal balance) (r) (#) (s) ($) (t) (% of principal balance) (u) (#) (v) ($) (w) (% of principal balance) (x) Asset Class X Issuing Entity A CIK # X Originator 1 Originator 2 Total # $ # $ # $ # $ # $ # $ # $ Asset Class Y Issuing Entity B Originator 3 Total # $ # $ # $ # $ # $ # $ # $ Total # $ # $ # $ # $ # $ # $ # $ 1 Owner Trustee to provide if such information is available.Seller