0001144204-11-032316 Sample Contracts

HONDA AUTO RECEIVABLES 2011-2 OWNER TRUST, as Issuer, and CITIBANK, N.A., as Indenture Trustee
Honda Auto Receivables 2011-2 Owner Trust • May 25th, 2011 • Asset-backed securities • New York

This Indenture, dated May 25, 2011, is between Honda Auto Receivables 2011-2 Owner Trust, a Delaware statutory trust (the “Issuer”), and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).

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HONDA AUTO RECEIVABLES 2011-2 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Administrator, AMERICAN HONDA RECEIVABLES LLC, as Depositor, and CITIBANK, N.A., as Indenture Trustee ADMINISTRATION AGREEMENT Dated May 25, 2011
Administration Agreement • May 25th, 2011 • Honda Auto Receivables 2011-2 Owner Trust • Asset-backed securities • New York

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, o

AMERICAN HONDA RECEIVABLES LLC, as Depositor, UNION BANK, N.A., as Owner Trustee and U.S. BANK TRUST NATIONAL ASSOCIATION, as Delaware Trustee
Trust Agreement • May 25th, 2011 • Honda Auto Receivables 2011-2 Owner Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated May 25, 2011 is among American Honda Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”), Union Bank, N.A., as owner trustee (the “Owner Trustee”) and U.S. Bank Trust National Association, as Delaware trustee (the “Delaware Trustee”).

AMERICAN HONDA FINANCE CORPORATION, as Seller, and AMERICAN HONDA RECEIVABLES LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated May 25, 2011
Receivables Purchase Agreement • May 25th, 2011 • Honda Auto Receivables 2011-2 Owner Trust • Asset-backed securities • New York

This Receivables Purchase Agreement, dated May 25, 2011, is between American Honda Finance Corporation, a California corporation, as seller, and American Honda Receivables LLC, a Delaware limited liability company, as purchaser.

HONDA AUTO RECEIVABLES 2011-2 OWNER TRUST, as Issuer, AMERICAN HONDA RECEIVABLES LLC, as Seller, And AMERICAN HONDA FINANCE CORPORATION, as Servicer and Sponsor SALE AND SERVICING AGREEMENT Dated May 25, 2011
Sale and Servicing Agreement • May 25th, 2011 • Honda Auto Receivables 2011-2 Owner Trust • Asset-backed securities • New York

This Sale and Servicing Agreement, dated May 25, 2011, 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 2011-2 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

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