Material Agreement Form 8 K

ITEM 1.01. Entry into a Material Definitive Agreement.

In connection with the sale of certain of the Class A-1, Class A-2, Class A-3 and Class A-4 Asset Backed Notes (together, the "Underwritten Notes") of Honda Auto Receivables 2024-3 Owner Trust (the "Issuer"), which are described in the Final Prospectus dated August 9, 2024 and which were issued on August 21, 2024 (the "Closing Date"), the Registrant is filing the agreements listed below, each dated as of the Closing Date. American Honda Finance Corporation ("AHFC") will initially retain at least 5% (by initial principal amount) of each of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes (collectively with the Underwritten Notes, the "Notes").

1.            A Receivables Purchase Agreement (the "Receivables Purchase Agreement"), by and between AHFC and American Honda Receivables LLC ("AHR LLC"), pursuant to which AHFC transferred to AHR LLC certain retail installment sale contracts or installment loan contracts relating to new or used Honda or Acura automobiles and related property (the "Receivables").

2.            An Amended and Restated Trust Agreement (the "Amended and Restated Trust Agreement"), among AHR LLC, The Bank of New York Mellon, as owner trustee, and BNY Mellon Trust of Delaware, as Delaware trustee, which amended and restated the Trust Agreement, dated as of July 3, 2024, pursuant to which the Issuer was formed.

3.            A Sale and Servicing Agreement (the "Sale and Servicing Agreement"), among AHR LLC, as seller, AHFC, as servicer, RPA seller and sponsor, and acknowledged and accepted by Citibank, N.A., as indenture trustee (the "Indenture Trustee"), pursuant to which the Receivables and related property were transferred to the Issuer.

4.            An Asset Representations Review Agreement (the "Asset Representations Review Agreement"), among the Trust, AHFC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, relating to the review of certain representations with respect to the Receivables.

5.            An Indenture (the "Indenture"), by and between the Issuer and the Indenture Trustee, and acknowledged and accepted by AHFC, as servicer, pursuant to which the Issuer will cause the issuance of the Notes.

6.            An Administration Agreement (the "Administration Agreement"), among the Issuer, AHFC, as sponsor and administrator, AHR LLC, as depositor, and the Indenture Trustee, relating to the provision by AHFC of certain services relating to the Notes.

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the Receivables Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, as Exhibit 10.3 is the Administration Agreement, as Exhibit 10.4 is the Amended and Restated Trust Agreement and as Exhibit 10.5 is the Asset Representations Review Agreement.