0001144204-12-040184 Sample Contracts

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as Depositor, CITIBANK, NATIONAL ASSOCIATION, as Owner Trustee and Citigroup Trust-Delaware, National Association, as Delaware Trustee AMENDED AND RESTATED TRUST AGREEMENT Dated July 25, 2012
Trust Agreement • July 19th, 2012 • Honda Auto Receivables 2012-3 Owner Trust • Asset-backed securities • Delaware

This Amended and Restated Trust Agreement, dated July 25, 2012 is among American Honda Receivables LLC, a Delaware limited liability company, as depositor (the “Depositor”); Citibank, National Association, as owner trustee (the “Owner Trustee”), and Citigroup Trust-Delaware, 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 July 25, 2012
Receivables Purchase Agreement • July 19th, 2012 • Honda Auto Receivables 2012-3 Owner Trust • Asset-backed securities • New York

This Receivables Purchase Agreement, dated July 25, 2012, 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 2012-3 OWNER TRUST, as Initial Secured Party, AMERICAN HONDA FINANCE CORPORATION, as Servicer, and U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, as Assignee-Secured Party and as...
Control Agreement • July 19th, 2012 • Honda Auto Receivables 2012-3 Owner Trust • Asset-backed securities • New York

This Control Agreement, dated July 25, 2012 (this “Agreement”), is among American Honda Receivables LLC (the “Seller”), Honda Auto Receivables 2012-3 Owner Trust (the “Initial Secured Party”), American Honda Finance Corporation (the “Servicer”), U.S. Bank National Association, as indenture trustee, as assignee-secured party (the “Assignee-Secured Party”), and as securities intermediary (the “Securities Intermediary”).

as Issuer, AMERICAN HONDA RECEIVABLES LLC, as Seller, and AMERICAN HONDA FINANCE CORPORATION, as Servicer and Sponsor SALE AND SERVICING AGREEMENT Dated July 25, 2012
Sale and Servicing Agreement • July 19th, 2012 • Honda Auto Receivables 2012-3 Owner Trust • Asset-backed securities • New York

This Sale and Servicing Agreement, dated July 25, 2012, 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 2012-3 Owner Trust, a Delaware statutory trust, as Issuer (the “Issuer”).

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