0001144204-11-018424 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF AMERICAN HONDA RECEIVABLES LLC
Limited Liability Company Agreement • March 30th, 2011 • Honda Auto Receivables 2010-3 Owner Trust • Asset-backed securities • Delaware

This Limited Liability Company Agreement (together with the exhibits attached hereto, as amended, restated, supplemented or otherwise modified from time 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).

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STATE OF DELAWARE CALIFORNIA INTO DELAWARE AGREEMENT AND PLAN OF MERGER
Merger Agreement • March 30th, 2011 • Honda Auto Receivables 2010-3 Owner Trust • Asset-backed securities

This is an AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2011 (this “Plan of Merger”), adopted and entered into by and between the following entities:

Contract
Agreement of Assumption • March 30th, 2011 • Honda Auto Receivables 2010-3 Owner Trust • Asset-backed securities • New York

AGREEMENT OF ASSUMPTION, dated March 28, 2011, by and between AMERICAN HONDA RECEIVABLES CORP., a California corporation (“AHRC”) and AMERICAN HONDA RECEIVABLES LLC, a Delaware limited liability company (“AHR LLC”).

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