0001144204-11-058050 Sample Contracts

HONDA AUTO RECEIVABLES 2011-3 OWNER TRUST, as Issuer, AMERICAN HONDA FINANCE CORPORATION, as Sponsor and Administrator, AMERICAN HONDA RECEIVABLES LLC, as Depositor, and UNION BANK, N.A. as Indenture Trustee ADMINISTRATION AGREEMENT Dated October 21, 2011
Administration Agreement • October 17th, 2011 • Honda Auto Receivables 2011-3 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

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HONDA AUTO RECEIVABLES 2011-3 OWNER TRUST, as Issuer, AMERICAN HONDA RECEIVABLES LLC, as Seller, And AMERICAN HONDA FINANCE CORPORATION, as Servicer and Sponsor SALE AND SERVICING AGREEMENT Dated October 21, 2011
Sale and Servicing Agreement • October 17th, 2011 • Honda Auto Receivables 2011-3 Owner Trust • Asset-backed securities • New York

This Sale and Servicing Agreement, dated October 21, 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 2011-3 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

AMERICAN HONDA RECEIVABLES LLC, as Depositor, THE BANK OF NEW YORK MELLON, as Owner Trustee and BNY MELLON TRUST OF DELAWARE, as Delaware Trustee
Trust Agreement • October 17th, 2011 • Honda Auto Receivables 2011-3 Owner Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated October 21, 2011 is among American Honda Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”), The Bank of New York Mellon, as owner trustee (the “Owner Trustee”) and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”).

AMERICAN HONDA FINANCE CORPORATION, as Seller, and AMERICAN HONDA RECEIVABLES LLC, as Purchaser RECEIVABLES PURCHASE AGREEMENT Dated October 21, 2011
Receivables Purchase Agreement • October 17th, 2011 • Honda Auto Receivables 2011-3 Owner Trust • Asset-backed securities • New York

This Receivables Purchase Agreement, dated October 21, 2011, is between American Honda Finance Corporation, a California corporation, as seller, and American Honda Receivables LLC, a Delaware limited liability company, as purchaser.

AMERICAN HONDA RECEIVABLES LLC, as Seller, HONDA AUTO RECEIVABLES 2011-3 OWNER TRUST, as Initial Secured Party, AMERICAN HONDA FINANCE CORPORATION, as Servicer UNION BANK, N.A., as Indenture Trustee, as Assignee-Secured Party, and UNION BANK, N.A., as...
Control Agreement • October 17th, 2011 • Honda Auto Receivables 2011-3 Owner Trust • Asset-backed securities • New York

This Control Agreement, dated October 21, 2011 (this “UAgreementU”), is among American Honda Receivables LLC (the “USellerU”), Honda Auto Receivables 2011-3 Owner Trust (the “UInitial Secured PartyU”), American Honda Finance Corporation (the “Servicer”), Union Bank, N.A., as indenture trustee (the “UAssignee-Secured PartyU”), and Union Bank, N.A., as securities intermediary (the “USecurities IntermediaryU”).

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