-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/La6SvarIPAuoqTacU65EWbl6Q3F7tJ+34QDv1H4LGIVLA5QK9nU1uuK5AMUCu6 tiXnZ6oMmgDc8Iusd2qhVw== 0001144204-11-004733.txt : 20110128 0001144204-11-004733.hdr.sgml : 20110128 20110128164551 ACCESSION NUMBER: 0001144204-11-004733 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20110127 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110128 DATE AS OF CHANGE: 20110128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HYUNDAI ABS FUNDING CORP CENTRAL INDEX KEY: 0001260125 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330978455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-108087 FILM NUMBER: 11556407 BUSINESS ADDRESS: STREET 1: 10550 TALBERT AVENUE CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 BUSINESS PHONE: 7145941579 MAIL ADDRESS: STREET 1: 10550 TALBERT AVENUE CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Hyundai Auto Receivables Trust 2011-A CENTRAL INDEX KEY: 0001509333 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-168518-01 FILM NUMBER: 11556408 BUSINESS ADDRESS: STREET 1: 10550 TALBERT AVENUE CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 BUSINESS PHONE: 7145941579 MAIL ADDRESS: STREET 1: 10550 TALBERT AVENUE CITY: FOUNTAIN VALLEY STATE: CA ZIP: 92708 8-K 1 v209270_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
 
FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported):  January 27, 2011
 
Hyundai Auto Receivables Trust 2011-A
(Issuing Entity)

Hyundai ABS Funding Corporation
(Depositor)

Hyundai Capital America
(Sponsor)
________________________________________________________________________
(Exact name of Issuing Entity, Depositor/Registrant and Sponsor as specified in their respective charters)
 
Delaware
  
333-168518
333-168518-01
  
33-0978453
(State or Other Jurisdiction of
Incorporation)
  
(Commission File Number for
Registrant and Issuing Entity,
respectively)
  
(Registrant’s IRS
Employer
Identification No.)

3161 MICHELSON DRIVE, SUITE 1900
IRVINE, CALIFORNIA
92612
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (714) 594-1579
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
 
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
 
 
 
 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
 
On January 20, 2011, Hyundai ABS Funding Corporation (“HAFC”), Hyundai Capital America (“HCA”) and RBS Securities Inc., on behalf of itself and as the representative of the several underwriters (the “Underwriters”) entered into the Underwriting Agreement, dated as of January 20, 2011, pursuant to which certain notes in the following classes:  Class A-1, Class A-2, Class A-3, Class A-4, Class B and Class C (collectively, the “Notes”) with an aggregate principal balance of $920,780,000, were sold to the Underwriters.  The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form S-3 (Commission File No. 333-168518).
 
The Registrant is also filing the following documents, each of which is dated as of January 27, 2011 (the “Closing Date”):
 
1. Receivables Purchase Agreement, between HAFC and HCA, pursuant to which HCA will transfer to HAFC certain retail installment sales contracts relating to certain new and used automobiles, light-duty trucks and minivans (the “Receivables”) and related property.
 
2. Amended and Restated Trust Agreement, by and among HAFC, Wilmington Trust Company and HCA which will amend and restate the Trust Agreement, dated as of August 26, 2010, pursuant to which HART 2011-A, a Delaware statutory trust (the “Trust”), was created.
 
3. Sale and Servicing Agreement, by and among the Trust, HAFC, as depositor, HCA, as seller and servicer and Citibank, N.A. (the “Indenture Trustee”), pursuant to which the Receivables and related property will be transferred to the Trust.
 
4. Indenture, by and between the Trust and the Indenture Trustee, pursuant to which the Notes will be issued.
 
5. Owner Trust Administration Agreement, by and among the Trust, HCA, as administrator and the Indenture Trustee, relating to the provision by HCA of certain services relating to the Notes.
 
Attached as Exhibit 1.1 is the Underwriting Agreement, as Exhibit 4.1 is the Amended and Restated Trust Agreement, as Exhibit 4.2 is the Indenture, as Exhibit 10.1 is the Receivables Purchase Agreement, as Exhibit 10.2 is the Sale and Servicing Agreement, and as Exhibit 10.3 is the Owner Trust Administration Agreement.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
 
(a) Not applicable.
 
(b) Not applicable.
 
(c) Exhibits
 
The exhibit number corresponds with Item 601(a) of Regulation S-K.
 
2
 
Exhibit No.
     
Description
     
Exhibit 1.1
  
Underwriting Agreement, dated January 20, 2011, among HAFC, HCA and RBS Securities Inc., on behalf of itself and as a representative of the several Underwriters.
     
Exhibit 4.1
  
Amended and Restated Trust Agreement, to be dated as of the Closing Date, by and between HAFC, as depositor, the Owner Trustee and HCA, as administrator.
     
Exhibit 4.2
  
Indenture, to be dated as of the Closing Date, by and between the Trust, as issuer, and the Indenture Trustee.
     
Exhibit 10.1
  
Receivables Purchase Agreement, to be dated as of the Closing Date, by and between HCA, as seller and HAFC, as depositor.
     
Exhibit 10.2
  
Sale and Servicing Agreement, to be dated as of the Closing Date, by and among the Trust, as issuer, HAFC, as depositor, HCA, as seller and servicer and the Indenture Trustee.
     
Exhibit 10.3
  
Owner Trust Administration Agreement, to be dated as of the Closing Date, by and among the Trust, as issuer, HCA, as administrator and the Indenture Trustee.
 
 
3
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
HYUNDAI ABS FUNDING CORPORATION
   
By:
/s/ Min Sok Randy Park
Name:
Min Sok Randy Park
Title:
Vice President and Secretary
 
Date: January 27, 2011
 
 
4
 
 
EXHIBIT INDEX
Item 601(a) of Regulation S-K
 
Exhibit No.
     
Description
     
Exhibit 1.1
  
Underwriting Agreement, dated January 20, 2011, among HAFC, HCA and RBS Securities Inc., on behalf of itself and as a representative of the several Underwriters.
     
Exhibit 4.1
  
Amended and Restated Trust Agreement, to be dated as of the Closing Date, by and between HAFC, as depositor, the Owner Trustee and HCA, as administrator.
     
Exhibit 4.2
  
Indenture, to be dated as of the Closing Date, by and between the Trust, as issuer, and the Indenture Trustee.
     
Exhibit 10.1
  
Receivables Purchase Agreement, to be dated as of the Closing Date, by and between HCA, as seller and HAFC, as depositor.
     
Exhibit 10.2
  
Sale and Servicing Agreement, to be dated as of the Closing Date, by and among the Trust, as issuer, HAFC, as depositor, HCA, as seller and servicer and the Indenture Trustee.
     
Exhibit 10.3
  
Owner Trust Administration Agreement, to be dated as of the Closing Date, by and among the Trust, as issuer, HCA, as administrator and the Indenture Trustee.
 
 
5
 

EX-1.1 2 v209270_ex1-1.htm Unassociated Document
Exhibit 1.1
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
$920,780,000 ASSET BACKED NOTES
 
HYUNDAI ABS FUNDING CORPORATION
 
(DEPOSITOR)
 
HYUNDAI CAPITAL AMERICA
 
(SELLER AND SERVICER)
 
UNDERWRITING AGREEMENT
 

 
 
 

January 20, 2011
 
RBS Securities Inc.
as Representative of the
Several Underwriters
600 Washington Boulevard
Stamford, Connecticut 06901
 
Ladies and Gentlemen:
 
SECTION 1.         Introduction. Hyundai ABS Funding Corporation (the “Depositor”) proposes to cause Hyundai Auto Receivables Trust 2011-A (the “Trust”) to issue and sell $228,000,000 principal amount of its Class A-1 Notes (the “Class A-1 Notes”), $263,000,000 principal amount of its Class A-2 Notes (the “Class A-2 Notes”), $247,000,000 principal amount of its Class A-3 Notes (the “Class A-3 Notes”), $116,600,000 principal amount of its Class A-4 Notes (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $34,030,000 principal amount of its Class B Notes (the “Class B Notes”) and $32,150,000 principal amount of its Class C Notes (the “Class C Notes” and, together with the Class A Notes and the Class B Notes, the “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter”), for whom RBS Securities Inc. is acting as representative (the “Representative”).  The Notes will be issued pursuant to an Indenture, to be dated as of January 27, 2011 (the “Indenture”), between the Trust and Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”).  The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts acquired by Hyundai Capital America (“HCA”) and sold to the Trust on the Closing Date (the “Receivables”) secured by new and used automobiles, light-duty trucks and minivans and financed thereby (the “Vehicles”), certain monies received thereunder after the close of business on January 1, 2011 (the “Cutoff Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated as of January 27, 2011 (the “Sale and Servicing Agreement”) among the Trust, HCA, as servicer, the Depositor and the Indenture Trustee.  Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and HCA will service the Receivables on behalf of the Trust.  In addition, pursuant to the Owner Trust Administration Agreement to be dated as of January 27, 2011 (the “Administration Agreement”) among the Trust, HCA and the Indenture Trustee, HCA will agree to perform certain administrative tasks on behalf of the Trust.  The Depositor formed the Trust pursuant to a trust agreement, and it will be governed by an Amended and Restated Trust Agreement (the “Trust Agreement”) to be dated as of January 27, 2011 among the Depositor, HCA and Wilmington Trust Company, as owner trustee (the “Owner Trustee”).  The owner trust certificate (the “Certificate”), representing a fractional undivided interest in the Trust, will be issued to the Depositor pursuant to the Trust Agreement.
 
The Depositor will acquire the Receivables from HCA pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”) to be dated as of January 27, 2011 between the Depositor and HCA.  HCA has acquired the Receivables from franchised dealers (the “Dealers”) pursuant to certain dealer retail agreements between each Dealer and HCA (collectively, the “Dealer Retail Agreements”).

 
-2-
 

Capitalized terms used but not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and Servicing Agreement or if not defined therein, then as defined in the Prospectus Supplement (as defined below).  As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Receivables Purchase Agreement and the Administration Agreement.
 
At or prior to the date when sales to purchasers of the Notes were first made to investors by the Underwriters, which was January 20, 2011 (the “Applicable Date”), the Seller had prepared the Prospectus Supplement dated January 18, 2011 (the “Preliminary Prospectus Supplement”) to the Base Prospectus dated January 18, 2011 (along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part thereof under the Rules and Regulations, together the “Preliminary Prospectus”) and the Free Writing Prospectus dated January 18, 2011 relating to the ratings on the Notes (the “Ratings Free Writing Prospectus” and together with the Preliminary Prospectus, the “Time of Sale Information”).  If, subsequent to the Applicable Date and prior to the Closing Date, such Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale” (within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such new Contract of Sale, in an amended Preliminary Prospectus or Free Writing Prospectus approved by the Depositor and the Representative that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Applicable Date” will refer to the time and date on which such new Contracts of Sale were entered into.
 
SECTION 2.         Representations and Warranties.  (a)  As a condition of the several obligations of the Underwriters to purchase the Notes, each of the Depositor and HCA makes the representations and warranties set forth below to the Representative and each of the Underwriters.  To the extent a representation or warranty specifically relates to the Depositor, such representation or warranty is made by the Depositor and HCA jointly, and to the extent a representation or warranty specifically relates solely to HCA, such representation or warranty is only made by HCA and not by the Depositor.
 
(i)           The registration statement on Form S-3 (No. 333-168518), including the exhibits thereto, has been filed with the Securities and Exchange Commission (the “Commission”) for registration under the Securities Act, which registration statement has been declared effective by the Commission within the three years prior to the Closing Date and is still effective as of the date hereof.  Such registration statement, including the exhibits thereto, as amended to the date hereof, is hereinafter called the “Registration Statement”; the prospectus included in the Registration Statement, at the time the Registration Statement became effective, or as subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called the “Base Prospectus”; a prospectus supplement relating to the Notes, in the form first filed after the date hereof pursuant to Rule 424(b) under the Securities Act, including the Base Prospectus as so supplemented and together, along with information referred to under the caption “Static Pool Data” therein regardless of whether it is deemed a part of the Registration Statement or Base Prospectus under the Rules and Regulations, is hereinafter called the “Prospectus Supplement”; and the Base Prospectus together with the Prospectus Supplement are hereinafter called the “Prospectus.”  Any preliminary form of the Prospectus that has heretofore been filed pursuant to Rule 424(b) is hereinafter called a “preliminary prospectus.”  Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement, shall be deemed to refer to and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the filing date of the Base Prospectus or Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act.

 
-3-
 

(ii)          The Registration Statement as of the applicable effective date as to each part thereof pursuant to Rule 430B(f)(2) and any amendment thereto of the Securities Act (the “Effective Date”), the Preliminary Prospectus, as of the date of the Preliminary Prospectus Supplement, and the Prospectus, as of the date of the Prospectus Supplement, complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission thereunder (the “Rules and Regulations”); and the information in the Registration Statement, as of the Effective Date, will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Preliminary Prospectus, as of the date of the Preliminary Prospectus Supplement and as of the Closing Date, will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations; and the Prospectus, and any amendments thereof and supplements thereto, as of the date of the Prospectus Supplement and as of the Closing Date, will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations and will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that neither HCA nor the Depositor makes any representations or warranties as to (i) that part of the Registration Statement which constitutes the Statement of Qualification under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) on Form T-1 (the “Form T-1”) of the Indenture Trustee (which will be represented and warranted to by the Indenture Trustee) and (ii) the information contained in or omitted from such Registration Statement or such Prospectus (or any supplement thereto) in reliance upon and in conformity with written information furnished to HCA by or on behalf of the Underwriters specifically for use in the preparation thereof which information consists solely of the information set forth in the chart following the first paragraph, the second paragraph, the selling concession and reallowance chart at the end of the second paragraph, the third paragraph and the fourth paragraph under the heading “Underwriting” in the Prospectus Supplement and the fifth paragraph under the heading “Underwriting” in the Base Prospectus (the “Underwriters’ Information”).

 
-4-
 

(iii)         The Time of Sale Information, at the Applicable Date, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.
 
(iv)         The Ratings Free Writing Prospectus has been filed with the Commission in accordance with Section 8 (to the extent required by Rule 433 under the Securities Act).
 
(v)          Since the respective dates as of which information is given in the Preliminary Prospectus and in the Prospectus there has not been any material adverse change, or, to the best of our knowledge, any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, earnings, business or operations of any of HCA or its subsidiaries, including the Depositor and its subsidiaries, taken as a whole, except as disclosed to the Representative in writing prior to the date hereof.
 
(vi)        The Indenture has been qualified under the Trust Indenture Act.
 
(vii)       The Trust Agreement is not required to be qualified under the Trust Indenture Act.
 
(viii)      The Trust is not required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
 
(ix)         The issuance and sale of the Notes have been duly authorized by all necessary corporate action of the Depositor and, when executed, authenticated and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Notes will be valid and binding obligations of the Trust, enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.
 
(x)          Each of the Depositor and HCA has been duly incorporated and is validly existing as a corporation in good standing under the law of its jurisdiction of incorporation with full corporate power and authority to own, lease and operate its properties and assets and conduct its business as described in the Preliminary Prospectus and the Prospectus, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, except where the failure to be in good standing would not have a material adverse effect on the ability of the Depositor or HCA to perform its respective obligations under this Agreement and the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents, and has full corporate power and authority to execute and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

 
-5-
 

(xi)         The execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Depositor and HCA, and this Agreement has been duly executed and delivered by the Depositor and HCA and when duly executed and delivered by the other parties hereto will be the legal, valid and binding agreement of the Depositor and HCA, enforceable against the Depositor and HCA in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.
 
(xii)        The execution and delivery of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action of the Depositor or HCA, as applicable, and, when duly executed and delivered by the Depositor and HCA (assuming due authorization, execution and delivery by the other parties thereto), will be legal, valid and binding agreements of the Depositor and HCA, enforceable against the Depositor or HCA in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of equity.
 
(xiii)       The execution and delivery by each of the Depositor and HCA of, and the performance by each of the Depositor and HCA of its obligations under, this Agreement, each of the Transaction Documents to which it is a party and the Depositor under the Notes, the issuance and sale of the Notes to the Underwriters by the Depositor pursuant to this Agreement (subject to obtaining any consents or approvals as may be required under the securities or “blue sky” laws to various jurisdictions), the compliance by the Depositor and HCA with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (x) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except as such have been obtained or made or such as may be required under the securities or “blue sky” laws of various jurisdictions, or (y) conflict with or result in a breach or violation or acceleration of, or constitute a default under, any term or provision of the organizational documents of the Depositor or HCA, any indenture mortgage, deed of trust, lease or other agreement or instrument to which the Depositor or HCA is a party or by which any of them or their properties is bound or result in a violation of or contravene the terms of any statute, order or regulation applicable to the Depositor or HCA of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Depositor or HCA, or result in the creation of any lien upon any property or assets of the Depositor or HCA (other than pursuant to the Transaction Documents), except where such conflict, breach, default or creation would not have a material adverse effect on the ability of the Depositor and HCA to perform its respective obligations under this Agreement and the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents.

 
-6-
 

(xiv)       None of the Depositor or HCA is in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Depositor or HCA, the consequence of which violation, breach or default would have (a) a materially adverse effect on or constitute a materially adverse change in the condition (financial or otherwise), earnings, properties, business affairs, net worth or results of operations of the Depositor or HCA or (b) a material and adverse effect on its ability to perform its obligations under this Agreement or any of the Transaction Documents, in each case, to which it is a party.
 
(xv)        None of the Depositor, HCA nor anyone acting on their behalf has taken any action that would require registration of the Depositor or the Trust under the Investment Company Act; nor will the Depositor nor HCA act, nor has either of them authorized nor will either of them authorize any person to act, in such manner.
 
(xvi)       Each of the Depositor and HCA possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, the absence of which would have a material adverse effect on the ability of the Depositor and HCA to perform its respective obligations under this Agreement and the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents, and neither the Depositor nor HCA has received any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on or constitute a materially adverse change in the condition (financial or otherwise), earnings, properties, business affairs, net worth or results of operations of the Depositor or HCA, except as described in or contemplated by the Prospectus.
 
(xvii)      No legal or governmental proceedings are pending or threatened to which the Depositor or HCA is a party or to which the property of the Depositor or HCA is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs, net worth or results of operations of the Depositor or HCA or the Depositor’s or HCA’s ability to perform its obligations under this Agreement or the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents.
 
(xviii)     No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any material indenture, mortgage, deed of trust, lease or other material agreement or instrument to which the Depositor or HCA is a party or by which the Depositor or HCA or any of its respective properties is bound.
 
(xix)       The Notes and the Transaction Documents conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus and in the Prospectus.
 
(xx)        Each of the Depositor’s and HCA’s representations and warranties in the Transaction Documents are true and correct as of the date they are given therein and will be true and correct on the Closing Date, and such representations and warranties are incorporated herein by reference.

 
-7-
 

(xxi)       Other than as contemplated by this Agreement or as disclosed in the Preliminary Prospectus and in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Depositor or any of its Affiliates or the Underwriters, any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.
 
(xxii)      None of the Depositor, HCA or any of their Affiliates has entered into, nor will it enter into, any contractual arrangement with respect to the distribution of the Notes except for this Agreement.
 
(xxiii)     Assuming that the Notes are issued in accordance with the provisions of the Indenture and distributed in accordance with the terms of this Agreement and as described in the Prospectus, the Notes are “asset-backed securities” within the meaning of, and satisfy the requirements for use of, Form S-3 under the Securities Act.
 
(xxiv)     The Notes, when duly and validly executed by the Indenture Trustee, authenticated and delivered in accordance with the Indenture, and delivered and paid for pursuant hereto will be validly issued and outstanding and entitled to the benefits of the Indenture.
 
(xxv)      The Certificates, when duly and validly executed by the Owner Trustee, authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.
 
(xxvi)     Any taxes, fees and other governmental charges due on or prior to the Closing Date (including, without limitation, sales taxes) in connection with the execution, delivery and performance of this Agreement and the Transaction Documents and the issuance of the Notes have been or will have been paid at or prior to the Closing Date.
 
(xxvii)    None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Notes) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System.
 
(xxviii)   As of the Applicable Date, the Depositor was not and as of the Closing Date will not be, an “ineligible issuer,” as defined in Rule 405 under the Securities Act.
 
(xxix)      The Depositor has filed the Preliminary Prospectus and each Free Writing Prospectus required to have been filed under the Securities Act and the Rules and Regulations and it has done so within the applicable periods of time required under the Securities Act and the Rules and Regulations.
 
(xxx)       HCA has executed and delivered a written representation to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through (D) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), and it has complied with each such representation.

 
-8-
 

(b)           The above representations and warranties shall be deemed to be repeated in their entirety at and as of the Closing Date.
 
(c)           Each Underwriter hereby makes the representations and agrees to the statements contained in Annex A hereto.
 
SECTION 3.         Purchase, Sale and Delivery of Notes.  (a)  On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto.  Delivery of and payment for the Notes shall be made at the offices of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606 at 10:00 a.m.  (New York time) on January 27, 2011 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”).  Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor.  The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”).  The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof.  Definitive Notes representing the Notes will be available only under limited circumstances, as described in the Prospectus.
 
(b)           The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes.  Only (1) the execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative, and (2) the release of all Permitted Liens, as listed on Schedule III hereto, prior to the cut-off time for DTC settlement on the Closing Date, indicates completion of the closing of a purchase of the Notes from the Trust.  Furthermore, in the event that the Underwriters make a Payment to the Trust prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes and until all Permitted Liens have been released prior to the cut-off time for DTC settlement on the Closing Date, the Trust will not be entitled to the Payment and the Depositor shall cause the Trust to return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand.  In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Trust to the Underwriters on the same day the Payment was received by the Trust, the Depositor agrees to pay, or otherwise cause the Trust to pay, to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative.
 
(c)           It is understood that the Representative or any Underwriter, individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters.  No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

 
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SECTION 4.         Offering by Underwriters.  Upon the authorization by the Representative of the release of the Notes, the several Underwriters propose to offer the Notes for sale upon the terms and conditions set forth in this Agreement and the Prospectus.
 
SECTION 5.         Covenants of the Depositor and HCA.  Each of the Depositor and HCA covenants and agrees with the Underwriters as set forth below.
 
(a)           To file the Prospectus, properly completed, with the Commission pursuant to and in accordance with Rule 424(b) under the Securities Act no later than the second business day following the day it is first used.  The Depositor will file with the Commission any Free Writing Prospectus delivered to investors in accordance with Section 6 as the Depositor is required to file under the Securities Act and the Rules and Regulations, and will do so within the applicable period of time required under the Securities Act and the Rules and Regulations (which for the avoidance of doubt shall be in the case of each of the Ratings Free Writing Prospectus and a Free Writing Prospectus that is Pre-pricing and Pricing Information no later than the second business day following the day it is first used).  The Depositor or HCA will advise the Representative promptly of any such filing under the Securities Act.
 
(b)           To furnish to the Underwriters and counsel for the Underwriters, without charge, as many copies of the Registration Statement, Preliminary Prospectus, the Prospectus, the Ratings Free Writing Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.  The Prospectus shall be furnished on or prior to 12:00 noon, New York time, on or prior to the second business day preceding the Closing Date.  All other documents shall be so furnished as soon as available and in such quantities as the Representative may reasonably request.  The Depositor or HCA will pay the expenses of printing, reproducing and distributing to the Underwriters all such documents.
 
(c)           To advise the Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or the Prospectus and to not effect any such amendment or supplement to which the Representative shall reasonably object; and to also advise the Representative promptly of the effectiveness of each Registration Statement and of any amendment or supplement of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and to use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

 
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(d)           To furnish the Underwriters with copies of the Preliminary Prospectus and the Prospectus and each amendment or supplement and any Free Writing Prospectus, during the period when any Underwriter is required to deliver a Prospectus under the Securities Act, at the cost and expense of HCA, each in such quantities as the Representative may from time to time reasonably request (and subsequent to such period, to assist the Underwriters in obtaining sufficient additional copies of the Prospectus, at the cost and expense of the Underwriters requesting such additional copies); and if, at any time prior to the expiration of the Prospectus delivery period under the Securities Act, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Prospectus, to notify the Representative and promptly prepare and file with the Commission (subject to the Representative’s prior review pursuant to Section 5(c)), at its own expense, an amendment or supplement which will correct such statement or omission, or an amendment which will effect such compliance.  Upon the Representative’s request, the Depositor will prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representative may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance.  Neither the Underwriters’ consent to, nor the Underwriters’ distribution of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 8 hereof.
 
(e)           The Depositor will arrange for the qualification of the Notes for offering and sale in each jurisdiction as the Representative shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states of the United States of America or other U. S. jurisdictions so designated, and the Depositor shall maintain such qualifications in effect for so long as may be necessary in order to complete the placement of the Notes; provided, however, that the Depositor shall not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.  The Depositor will promptly advise the Representative of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
 
(f)           The Depositor will cooperate with the Representative and use its best efforts to permit the Notes to be eligible for clearance and settlement through DTC.
 
(g)           HCA and the Depositor shall (i) furnish or make available to the Underwriters or their counsel such additional documents and information regarding HCA, the Depositor and their respective affairs as the Underwriters may from time to time reasonably request prior to the Closing Date, including any and all documentation reasonably requested in connection with its due diligence efforts regarding information in the Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or their advisors, or both, prior to acceptance of its subscription, the opportunity to ask questions of, and receive answers with respect to such matters.
 
(h)           From the date hereof until the Closing Date, neither the Depositor nor HCA will, without the prior written consent of the Representative, directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other collateralized securities similar to the Notes.

 
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(i)           Until the retirement of the Notes, neither the Depositor nor HCA shall, nor cause the Trust to, be or become an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.
 
(j)           Until the retirement of the Notes, or until none of the Underwriters maintains a secondary market in the Notes, whichever occurs first, HCA shall cause the Depositor to and the Depositor shall deliver to each of the Underwriters, through the Representative, the annual statement of compliance and any annual independent certified public accountants’ report furnished to the Indenture Trustee pursuant to the Sale and Servicing Agreement not otherwise publicly available, as soon as such statements and reports are furnished to the Indenture Trustee.
 
(k)           So long as any of the Notes are outstanding, HCA shall cause the Depositor to and the Depositor shall deliver to each of the Underwriters, through the Representative: (i) all documents distributed to Noteholders and (ii) from time to time, any other information concerning HCA, the Depositor or the Trust as the Underwriters may reasonably request only insofar as such information reasonably relates to the Registration Statement, the Prospectus or the transactions contemplated by the Transaction Documents.
 
(l)           On or before the Closing Date, HCA and the Depositor (to the extent applicable) shall each cause their computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Depositor nor HCA shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Indenture or the Sale and Servicing Agreement.
 
(m)           To the extent, if any, that any of the ratings assigned to the Notes by any of the rating agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor or HCA, as the case may be, the relevant party shall furnish, or cause to be furnished, such documents and take any such other actions as promptly as possible.
 
(n)           To comply with the representation made by it to each Rating Agency pursuant to paragraph (a)(3)(iii) of Rule 17g-5.
 
SECTION 6.         Preliminary Prospectus and Free Writing Prospectus.
 
(a)           The following terms have the specified meanings for purposes of this Agreement:
 
(i)            “Free Writing Prospectus” means and includes any information relating to the Offered Notes disseminated by the Depositor or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Securities Act, including the Ratings Free Writing Prospectus.
 
(ii)            “Issuer Information” means the information contained in the Preliminary Prospectus (other than Underwriters’ Information), the Ratings Free Writing Prospectus and the Underwriter Free Writing Prospectus (solely limited to (A) information included in the Preliminary Prospectus and (B) Pre-pricing and Pricing Information).

 
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(iii)            “Underwriter Free Writing Prospectus” means a Free Writing Prospectus prepared by or on behalf of an Underwriter.
 
(iv)            “Pre-pricing and Pricing Information” means the information in an Underwriter Free Writing Prospectus consisting of (A) the underwriting syndicate, syndicate structure and status of the subscriptions for each class of Notes (both for the issuance as a whole and for each Underwriter’s specific retention), (B) weighted average lives, ratings, expected maturities and/or payment windows, benchmarks and legal finals for each class of Notes, (C) expected or actual pricing parameters for each class of Notes, (D) expected settlement and non offered notes and (E) CUSIP numbers, ERISA eligibility, pricing prepayment speed and clean up call.
 
(b)           The Depositor will not disseminate to any potential investor any information relating to the Notes that constitutes a “written communication” (including any “free writing prospectus”, each as defined in Rule 405 under the Securities Act), other than the Preliminary Prospectus, the Prospectus and written communications constituting a bona fide electronic road show within the meaning of Rule 433(h) under the Securities Act (the “Road Show Material”) unless the Depositor has obtained the prior consent of the Representative.
 
(c)           Neither the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to the Notes in reliance on Rule 167 or 426 under the Securities Act, nor shall the Seller or any Underwriter disseminate any Free Writing Prospectus “in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d) under the Securities Act.
 
(d)           Each Free Writing Prospectus shall bear the following legend, or a substantially similar legend that complies with Rule 433 under the Securities Act:
 
The Depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing trust, and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-884-2071.

 
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(e)           In the event that the Depositor or HCA becomes aware that, as of the Applicable Date, any Preliminary Prospectus contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (a “Defective Prospectus”), such entity shall promptly notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters a Corrected Prospectus.
 
(f)           Each Underwriter represents, warrants, covenants and agrees with the Depositor that:
 
(i)            It has not provided and will not provide to any potential investor any information that would constitute “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of Regulation AB under the Securities Act; other than that contained in one or more of (a) an Underwriter Free Writing Prospectus (consisting of information limited to (1) information included in the previously filed Preliminary Prospectus, (2) Pre-pricing and Pricing Information, (3) Intex .cdi files and (4) information customarily included in confirmations of sales of securities and notices of allocations), (b) the Preliminary Prospectus, (c) the Prospectus, and (d) information delivered in compliance with Rule 134 of the Securities Act.
 
(ii)            In disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations, including but not limited to Rules 164 and 433 under the Securities Act and the requirements thereunder for filing and retention of Free Writing Prospectuses, including retaining any Free Writing Prospectuses they have used but which are not required to be filed for the required period.
 
(iii)            Prior to entering into any Contract of Sale, the applicable Underwriter shall convey the Preliminary Prospectus to the prospective investor.  The Underwriter shall maintain sufficient records to document its conveyance of the Preliminary Prospectus to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.
 
(iv)            If a Defective Prospectus has been corrected with a Corrected Prospectus delivered to such Underwriter, it shall (A) deliver the Corrected Prospectus to each investor with whom it entered into a Contract of Sale and that received the Defective Prospectus from it prior to entering into a new Contract of Sale with such investor, (B) notify such investor in a prominent fashion that the prior Contract of Sale with the investor, if any, has been terminated and of the investor’s rights as a result of such agreement and (C) provide such investor with an opportunity to affirmatively agree to purchase the Notes on the terms described in the Corrected Prospectus.

 
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(g)           Each Underwriter shall deliver to the Depositor, not less than one business day prior to the required date of filing thereof, all information included in an Underwriter Free Writing Prospectus required to be filed with the Commission under the Securities Act.
 
(h)           In the event that any Underwriter shall incur any costs to any investor in connection with the reformation of the Contract of Sale with such investor that received a Defective Prospectus (except to the extent the Defective Prospectus results solely from statements or omissions made in reliance upon and in conformity with the Underwriters’ Information), the Depositor and HCA jointly and severally agree to reimburse such Underwriter for such costs.  In the event the Depositor or HCA shall incur any costs in connection with a Defective Prospectus (to the extent the Defective Prospectus results solely from statements or omissions made in reliance upon and in conformity with the Underwriters’ Information), the Underwriters shall jointly and severally reimburse the Depositor or HCA, as applicable, for such costs.
 
(i)           Each Underwriter, severally and not jointly, (A) represents to the Depositor and HCA that it has not provided, as of the date of this Agreement, and covenants with the Depositor and HCA that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of the Depositor or HCA, and (B) covenants with the Depositor and HCA that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance on the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of the Depositor or HCA.
 
SECTION 7.         Payment of Expenses.  HCA will pay all expenses incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (a) the preparation, printing and distribution of the Registration Statement, the Preliminary Prospectus and the Prospectus Supplement and each amendment or supplement thereto and delivery of copies thereof to the Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Notes to the Underwriters (or any appointed clearing organizations), (d) the fees and disbursements of HCA’s and the Depositor’s accountants, (e) the qualification of the Notes under state securities laws including filing fees and the fees and disbursements of counsel to the Underwriters in connection therewith and in connection with the preparation of any Blue Sky survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of Richards, Layton & Finger, P.A., Delaware counsel to the Trust, (k) the reasonable fees and expenses of HCA’s and the Depositor’s counsel and (l) any costs reimbursed to the Underwriters under section 6(h) above.  To the extent that the transactions contemplated by this agreement are consummated, HCA shall only pay the fees and expenses described in clauses (a) through (l).  Neither HCA nor the Depositor is responsible for any out -of-pocket expenses of the Representative or the Underwriters in connection with the offering of the Notes.  Notwithstanding the foregoing, if for any reason the purchase of the Notes by the Underwriters is not consummated (other than pursuant to Section 11 hereof), HCA will reimburse the Representative and the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Representative and the Underwriters) incurred by them in connection with the offering of the Notes.

 
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SECTION 8.         Conditions of the Obligations of the Underwriters.  The several obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties made herein, to the accuracy of the statements of officers made pursuant hereto, to the performance by the Depositor and HCA of their obligations hereunder, and to the following additional conditions precedent:
 
(a)           On the Closing Date, each of the Transaction Documents, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof.  The Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative.
 
(b)           At or before the Closing Date, the Representative shall have received a letter, dated as of the date hereof, of KPMG LLP, independent certified public accountants, substantially in the form of the draft to which the Representative has agreed previously and otherwise substantially in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters (and for the avoidance of any doubt, covering any static pool data pursuant to Item 1105 of Regulation AB under the Securities Act included or incorporated by reference in the Preliminary Prospectus or the Prospectus).
 
(c)            The Prospectus, the Preliminary Prospectus and each Free Writing Prospectus required to be filed with the Commission shall have been filed with the Commission in accordance with Rule 424(b) of the Securities Act and Section 5(a) hereof.
 
(d)           (i) None of the Depositor, HCA nor any of their subsidiaries shall have sustained, since the date of the latest audited financial statements provided to the Representative, any material loss or interference with its respective business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Preliminary Prospectus, the Registration Statement or the Prospectus, and (ii) since the respective dates as of which information is given in the Preliminary Prospectus, the Registration Statement and the Prospectus there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, or results of operations of the Depositor, HCA, and their respective subsidiaries, otherwise than as set forth or contemplated in the Preliminary Prospectus, the Registration Statement and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), in the judgment of the Representative, makes it impracticable or inadvisable to proceed with the offering or the delivery of the Notes on the terms and in the manner contemplated in this Agreement and in the Prospectus.

 
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(e)           The Representative shall have received an opinion of in-house counsel to the Depositor and HCA, addressed to the Representative, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:
 
(i)           Each of HCA and the Depositor has been duly formed and is validly existing as a corporation in good standing under the laws of the jurisdiction of its formation, and has the power and authority to own its properties and to conduct its business as presently conducted, and to enter into and perform its obligations under this Agreement and the Transaction Documents to which each is a party, and had at all relevant times, and now has, the power and authority to acquire, own, sell and service the Receivables and the related Collateral.
 
(ii)          Each of this Agreement and each Transaction Document has been duly authorized, executed and delivered by the Depositor and HCA, as applicable.
 
(iii)         Each of the Depositor and HCA is duly qualified to do business and is in good standing, and has obtained all necessary licenses, in each jurisdiction in which failure to so qualify or obtain such licenses would (a) render any Receivable unenforceable by the Depositor or the Indenture Trustee on behalf of any Noteholder or (b) have a material adverse affect upon its business or the ownership of its property.
 
(iv)         Neither: (A) the transfer of the Receivables from HCA to the Depositor pursuant to the Receivables Purchase Agreement, (B) the transfer of the Receivables from the Depositor to the Trust pursuant to the Sale and Servicing Agreement, (C) the execution and delivery of this Agreement and the Transaction Documents to which it is a party by HCA, (D) the execution and delivery of this Agreement and the Transaction Documents to which it is a party by the Depositor, (E) the consummation of any transactions contemplated in this Agreement or the Transaction Documents, nor (F) the fulfillment of the terms of this Agreement, the Transaction Documents or the Notes by HCA or the Depositor, as the case may be, will (1) conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation or by-laws of HCA or the Depositor, or to the best of such counsel’s knowledge after due inquiry, of any indenture or other agreement or instrument to which either of them is a party or by which any of them or their respective property is bound, or (2) result in a violation, or contravene the terms, of any statute, order or regulation applicable to either of them of any court, regulatory body, administrative agency or governmental body having jurisdiction over HCA or the Depositor, in each case that would materially and adversely affect the ability of the Depositor or HCA to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

 
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(v)          To the best of such counsel’s knowledge after due inquiry, there are no proceedings or investigations pending or threatened against the Depositor or HCA before any court, administrative agency or other tribunal: (A) asserting the invalidity or unenforceability of this Agreement or the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, or the execution and delivery thereof, or (C) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under this Agreement or the Transaction Documents to which it is a party.
 
(vi)         The direction by the Trust to the Indenture Trustee to authenticate the Notes has been duly authorized by HCA, acting as the administrator of the Trust under the Administration Agreement.
 
(vii)        No authorization, consent, approval or other action by, and notice for, or filing with, any governmental authority or regulatory body of the State of California is required to the execution, delivery and performance by HCA or the Depositor of the Transaction Documents to which it is a party.
 
Such opinion may contain such assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.  In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America, the corporate laws of the State of Delaware and the laws of the State of California.
 
(f)           The Representative shall have received an opinion of Mayer Brown LLP, special counsel to the Depositor, HCA and the Trust, addressed to the Representative, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:
 
(i)           Each of the Transaction Documents to which the Depositor (other than this Agreement and the Trust Agreement as to which no opinion shall be expressed), the Trust and HCA is a party has been duly executed and delivered by and on behalf of such party and constitutes a valid and binding obligation of such Company, enforceable against such party in accordance with its terms.
 
(ii)          The execution and delivery by each of HCA, the Depositor and the Trust of the Transaction Documents and this Agreement to which it is a party, and the consummation by each of the transactions contemplated thereby, will not violate any applicable law, statute or governmental rule or regulation.
 
(iii)         The execution and delivery by each of HCA, the Depositor and the Trust of the Transaction Documents and this Agreement to which it is a party does not, and the consummation by each of HCA, the Seller and the Trust of the transactions contemplated thereby to occur on the date of this opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental entity, except such as may have been made and such as may be required under the Federal securities laws, the blue sky laws of any jurisdiction or the Uniform Commercial Code of any state; provided that such counsel expresses no opinion with respect to any orders, consents, permits, approvals, filings or licenses related to the authority to sell motor vehicles, originate retail installment sale contracts or service retail installment sale contracts or as may be required by any regional or local government authority or under any foreign or state securities law.

 
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(iv)        The execution and delivery by HCA, the Depositor and the Trust of the Transaction Documents and this Agreement to which it is a party do not, and the consummation by HCA, the Seller and the Trust of the transactions contemplated thereby to occur on the date of this opinion will not, violate or contravene, or constitute a default under any provisions of the agreements described in Exhibit A thereto.
 
(v)         Each of the Notes is in due and proper form, and when duly executed, authenticated and delivered as specified in the Indenture, and delivered against payment of the consideration specified in this Agreement, each of the Notes will be validly issued and outstanding, will constitute the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, and will be entitled to the benefits of the Indenture.
 
(vi)        The Indenture has been duly qualified under the Trust Indenture Act and complies as to form with the Trust Indenture Act and the rules and regulations of the Commission thereunder.
 
(vii)       The Trust Agreement is not required to be qualified under the Trust Indenture Act.
 
(viii)      Each of the Registration Statement, as of its Effective Date, the Preliminary Prospectus, as of the Applicable Date, and the Prospectus, as of the date of the Prospectus Supplement, appears on its face to comply in all material respects with the requirements of the Act and the rules and regulations under the Act, except that (i) such counsel expresses no opinion as to the financial and statistical data included therein or excluded therefrom or the exhibits to the Registration Statement and (ii) except as and to the extent set forth in (x) below, such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary Prospectus or the Prospectus.
 
(ix)         The Registration Statement has become effective under the Act, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) under the Act in the manner and within the time period required by Rule 424(b). To the best of our knowledge, no stop order suspending the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted.
 
(x)          The statements in the Preliminary Prospectus Supplement and the Prospectus Supplement under the headings “SUMMARY OF TERMS—ERISA CONSIDERATIONS” and “ERISA CONSIDERATIONS” and in the Base Prospectus under the headings “SUMMARY OF TERMS—ERISA CONSIDERATIONS” and “ERISA CONSIDERATIONS” to the extent they constitute matters of law or legal conclusions with respect thereto, have been reviewed by such counsel and are correct in all material respects.

 
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(xi)         The Trust and the Depositor are not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, required to be registered under the Investment Company Act.
 
(xii)        The Class A-1 Notes are “eligible securities” within the meaning of Rule 2a-7 promulgated under the Investment Company Act.
 
Such opinion may contain such assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.  In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America, the Uniform Commercial Code of the State of Delaware, the Uniform Commercial Code of the State of California, and the laws of the State of New York.
 
(g)           The Representative shall have received an opinion of Mayer Brown LLP, counsel to the Depositor, HCA and the Trust, addressed to the Representative, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:
 
(i)           In a properly presented and argued case in a proceeding under Title 11 of the United States Code, 11 U. S. C.  §101 et seq. (the “Bankruptcy Code”) in which HCA is the debtor, the bankruptcy court would not, under applicable federal bankruptcy law, apply the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of HCA.
 
(ii)          In a properly presented and argued case in a proceeding under the Bankruptcy Code, in which HCA is the debtor, the bankruptcy court would determine that, with respect to the sale of the Receivables from HCA to the Depositor, such sale was a “true sale.”
 
(iii)         If HCA were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court would hold that (A) the Receivables sold to the Depositor are not property of the estate of HCA under Section 541 of the Bankruptcy Code and (B) the automatic stay arising pursuant to Section 362 of the Bankruptcy Code would not operate to stay payments by HCA of collections on the Receivables in accordance with the Transaction Agreements.
 
Such opinion may contain such assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.  In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America, the laws of the State of California, and the laws of the State of New York.

 
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(h)           The Underwriters shall have received a letter of Mayer Brown LLP, counsel to the Depositor, HCA and the Trust, addressed to the Underwriters, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel to the Underwriters, to the effect that such counsel has reviewed the Preliminary Prospectus, the Registration Statement and the Prospectus and participated in conferences with officers and other representatives of HCA and the Depositor, representatives of the independent public accountants for HCA and the Depositor and your representatives and counsel, at which the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus and related matters were discussed and, although such counsel does not establish or confirm factual matters set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus, and has not undertaken any obligation to verify independently any of the factual matters set forth in the Preliminary Prospectus, the Registration Statement and the Prospectus and although many of the determinations required to be made in the preparation of the Preliminary Prospectus, the Registration Statement and the Prospectus involve matters of a non-legal nature, such counsel confirms that, on the basis of the information gained in the course of performing these services, nothing came to their attention that caused them to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Preliminary Prospectus, as of the Applicable Date, considered together with the statements in the Prospectus with respect to blanks and other items identified in the Preliminary Prospectus as to be completed in the Prospectus, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, or that the Prospectus, as of its date or as of the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and the Prospectus (except, to the extent set forth in paragraph II.J of such counsel’s opinion, to be delivered on the Closing Date, with respect to certain corporate matters) or for any information omitted from the Preliminary Prospectus that would be permitted to be omitted from a preliminary prospectus prepared in reliance on Rule 430B under the Securities Act.  In addition, such counsel does not express any belief with respect to the financial statements or notes thereto, or the other financial, statistical or accounting data contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus or the Indenture Trustee’s Statement of Eligibility on Form T-1.  Such counsel expresses no opinion regarding any Underwriter Free Writing Prospectus.
 
Such letter may provide that it is being furnished only to the Underwriters, is solely for their benefit as Underwriters of the Notes, and is not to be used, quoted, relied upon or otherwise referred to by any other person (including any direct or indirect purchaser or owner of any of the Notes, or any other person claiming by or through any such purchaser or owner, for any purpose or in any circumstance) or for any other purpose without such counsel’s prior written consent.
 
Such opinion may contain such assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.  In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America and the laws of the State of New York.

 
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(i)           Mayer Brown LLP, in its capacity as counsel for HCA and the Depositor, shall have delivered one or more opinions satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Representative, subject to certain considerations set forth therein, substantially to the effect that
 
(i)           The provisions of the Receivables Purchase Agreement are effective under the UCC as in effect in the State of New York (the “New York UCC”) to create in favor of the Depositor a security interest in HCA’s rights in the portion of the collateral described in Section 2.01(a) or Section 2.01(d), as applicable, of the Receivables Purchase Agreement (the “RPA Assets”) and in any identifiable proceeds thereof (collectively, the “HCA Collateral”).  (Such counsel notes that a “security interest” as defined in 1-201(37) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and such counsel references their other opinion dated the Closing Date with respect to whether the security interest of the Depositor should be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to HCA).
 
(ii)           The provisions of the Sale and Servicing Agreement are effective under the New York UCC to create in favor of the Trust a security interest in the Depositor’s rights in the portion of the collateral described in Section 2.01 of the Sale and Servicing Agreement (the “SSA Assets”) and in any identifiable proceeds thereof (the “Depositor Collateral”).  (Such counsel notes that a “security interest” as defined in 1-201(37) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and such counsel expresses no opinion as to whether the security interest of the Trust would be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to the Depositor).
 
(iii)         The provisions of the Indenture are effective under the New York UCC to create in favor of the Indenture Trustee a security interest in the Trust’s rights in that portion of the collateral described in the granting clause of the Indenture (the “Indenture Collateral”) and in any identifiable proceeds thereof.  Such counsel expresses no opinion as to whether the security interest of the Indenture Trustee would be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to the Depositor.
 
(iv)        Under the New York UCC (including the choice of laws provisions thereof) while a debtor is “located” in a jurisdiction the local law of that jurisdiction governs the perfection by the filing of a financing statement of a security interest in personal property that is accounts, chattel paper, payment intangibles or instruments.  Under the New York UCC (including the choice of laws provisions thereof):

 
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(1)
HCA is “located” in California and the local law of that state governs perfection by the filing of financing statements of a nonpossessory security interest in HCA’s rights in the HCA Collateral.
 
 
(2)
The Depositor is “located” in Delaware and the local law of that state governs perfection by the filing of financing statements of a nonpossessory security interest in Depositor’s rights in the Depositor Collateral.
 
 
(3)
The Trust is “located” in Delaware and the local law of that state governs perfection by the filing of financing statements of a nonpossessory security interest in the Trust’s rights in the Indenture Collateral.
 
(v)           When the HCA Financing Statement is filed (within the meaning of Section 9-516 of the UCC as in effect in the State of California (the “California UCC”)) in the California filing office specified in such opinion (the “California Search Office”), under the provisions of the California UCC, the Depositor’s security interest in the HCA Collateral will be perfected.
 
(vi)           When the Depositor Financing Statement is filed (within the meaning of Section 9-516 of the UCC as in effect in the State of Delaware (the “Delaware UCC”)) in the Delaware filing office specified in such opinion (the “Delaware Search Office”), under the provisions of the Delaware UCC, the Issuer’s security interest in the Depositor Collateral will be perfected.
 
(vii)           When the Issuer Financing Statement is filed (within the meaning of Section 9-516 of the Delaware UCC in the Delaware Search Office), under the provisions of the Delaware UCC, the Trust’s security interest in the Indenture Collateral will be perfected.
 
Under the New York UCC, except as provided in the next sentence, the local law of each of HCA’s, the Depositor’s or the Trust’s (each, a “Transferring Party”), as applicable, location (as set forth in clause (iv) above) will govern the effect of perfection or nonperfection and the priority of a nonpossessory security interest in such Transferring Party’s rights in the HCA Collateral, the Depositor Collateral or Indenture Collateral, as applicable.  To the extent that any of the HCA Collateral, the Depositor Collateral or Indenture Collateral is or becomes evidenced by instruments, tangible chattel paper or any other property in which a security interest may be perfected by taking possession, the local law of the jurisdiction where such property is located will govern, the effect of perfection or nonperfection, and the priority of both a possessory  and a nonpossessory security interest in such property.

 
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(viii)       The Search Reports were requested using the proper legal names of each Transferring Party.  Such counsel has reviewed the Search Reports (as defined in such opinion and each as of the dates set forth therein) and, except for the financing statements naming specified parties as the secured parties, such Search Reports identify no secured party who has filed with the Search Offices a financing statement naming a Transferring Party as a debtor or seller and indicating the HCA Collateral, the Seller Collateral or the Collateral, as applicable, as collateral.  Accordingly,
 
 
(1)
under Article 9 of the applicable UCC and based solely on such counsel’s review of the Search Reports, upon the filing of the HCA Financing Statement in the California Search Office, the Depositor’s perfected security interest in the HCA Collateral will be prior to any other security interest granted by HCA that is perfected solely by the filing of financing statements in the California Search Office;
 
 
(2)
under Article 9 of the applicable UCC and based solely on such counsel’s review of the Search Reports, upon the filing of the Depositor Financing Statement in the Delaware Search Office, the Trust’s perfected security interest in the Depositor Collateral will be prior to any other security interest granted by the Depositor that is perfected solely by the filing of financing statements in the Delaware Search Office; and
 
 
(3)
under Article 9 of the applicable UCC and based solely on such counsel’s review of the Search Reports, assuming the Indenture Trustee’s security interest is perfected by the filing in the Delaware Search Office of a properly prepared financing statement (as to which we express no opinion), such perfected security interest in the Indenture Collateral will be prior to any other security interest granted by the Trust that is perfected solely by the filing of financing statements in the Delaware Search Office.
 
(ix)         Pursuant to (a) Sections 9-301 through 9-307 of the NY UCC and 9-705(c) of the UCC in effect as of the Closing Date in each Transferring Party’s “location” as set forth in paragraph D above, and (b) former Section 9-103 (repealed) of the UCC in such Transferring Party’s  “location” as set forth in paragraph D above, the Search Offices constitute all of the states in which searches must be made of filings naming a Transferring Party as debtor to determine whether a security interest in the HCA Collateral, Depositor Collateral or Indenture Collateral, as applicable, has been perfected by filing.

 
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(x)          Pursuant to Section 9-305(a)(3) of the New York UCC, the local law of a securities intermediary’s jurisdiction governs perfection of a security interest by a method other than the filing of a financing statement in a securities account maintained by such securities intermediary and the security entitlements to financial assets credited thereto.  With respect to the Reserve Account maintained with the Securities Intermediary pursuant to the Control Agreement, when the Securities Intermediary indicates by book entry that a financial asset has been credited to the Reserve Account, a security entitlement will exist with respect to such financial asset.  Assuming that (a) the State of New York is the Securities Intermediary’s jurisdiction for purposes of the applicable UCC, (b) the Reserve Account is a securities account maintained by the Securities Intermediary for the Indenture Trustee, and (c) the Securities Intermediary has agreed to treat the Indenture Trustee as the sole person entitled to exercise the rights that comprise any financial assets credited to the Reserve Account, the Indenture Trustee’s security interest in the Trust’s rights in the Reserve Account and in security entitlements to financial assets credited thereto, is perfected by “control” within the meaning of Section 9-106 of the New York UCC.  Such security interest of the Indenture Trustee in the Reserve Account and the security entitlements carried in the Reserve Account is prior to any other security interest therein under the New York UCC that is perfected by a method other than “control”.
 
Such opinion may contain such assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.  In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States of America and the laws of the State of New York.
 
(j)           Mayer Brown LLP, in its capacity as Federal tax counsel for the Depositor and the Trust, shall have delivered an opinion satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Representative, to the effect that, for United States federal income tax purposes: (A) (i) the Trust will not be treated as an association or a publicly traded partnership, taxable as a corporation, and (ii) the Notes will be treated as indebtedness; and (B) based on the facts and assumptions and subject to the limitations set forth in the Prospectus, the statements in the Base Prospectus and Prospectus Supplement, as of the date of the Prospectus Supplement and as of the Closing Date, and the Base Prospectus and Preliminary Prospectus Supplement, as of the Applicable Date and as of the Closing Date, under the headings “SUMMARY OF TERMS—TAX STATUS” and “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES,” to the extent such statements constitute matters of law or legal conclusions, are correct in all material respects.
 
(k)           The Representative shall have received an opinion, addressed to the Representative, of SNR Denton US LLP, counsel to the Indenture Trustee, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:
 
(i)           The Indenture Trustee, based upon a certificate of corporate existence issued by the Comptroller of the Currency, is validly existing as a banking association in good standing under the laws of the United States, and has the requisite entity power and authority to execute and deliver each Transaction Document to which it is a party and to perform its obligations thereunder.

 
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(ii)          Each of the Transaction Documents to which the Indenture Trustee is a party has been duly authorized by all requisite action, executed and delivered by the Indenture Trustee.
 
(iii)         Each of the Transaction Documents to which the Indenture Trustee is a party, assuming (unless opined to therein) the necessary entity power and authority, authorization, execution, authentication, payment and delivery of and by each party thereto, is a valid and legally binding agreement under the laws of the State of New York, enforceable thereunder in accordance with its terms against the Indenture Trustee.
 
(iv)         With respect to the Indenture Trustee, the performance of its obligations  under each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with or notice to any United States federal or State of New York court, agency or other governmental body under any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Transaction Documents, except as such may be required under the securities laws of any State of the United States or such as have been obtained, effected or given.
 
(v)          With respect to the Indenture Trustee, the performance of its obligations under each of the Transaction Documents to which it is party and the consummation of the transactions contemplated thereby will not result in any breach or violation of any United States federal or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Transaction Documents.
 
(vi)        The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the Indenture.
 
(l)           The Representative shall have received an opinion addressed to the Representative, of Richards, Layton & Finger, P.A., counsel to the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:
 
(i)           The Owner Trustee is duly formed and validly existing under the laws of the State of Delaware with trust powers and with its principal place of business in the State of Delaware.
 
(ii)          The Owner Trustee has the full corporate trust power to accept the office of trustee under the Trust Agreement and to enter into and perform its obligations under the Trust Agreement.
 
(iii)         The execution and delivery of the Trust Agreement and the performance by the Owner Trustee of its obligations under the Trust Agreement have been duly authorized by all necessary action of the Owner Trustee.
 
(iv)        The execution and delivery by the Owner Trustee of the Trust Agreement does not require any consent, approval or authorization of, or any registration or filing with Delaware or United States Federal governmental authority.

 
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(v)         The Owner Trustee has duly authorized, executed and delivered the Trust Agreement and on behalf of the Trust, the Owner Trustee has duly executed and delivered the Transaction Documents to which the Trust is a party.
 
(vi)        The Notes and the Certificates have been duly executed and delivered by the Owner Trustee, on behalf of the Trust.
 
(m)           The Representative shall have received an opinion addressed to the Representative, of Richards, Layton & Finger, P.A., special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:
 
(i)           The Trust Agreement constitutes the legal, valid and binding obligation of the Owner Trustee and the Depositor enforceable against the Owner Trustee and the Depositor in accordance with its terms subject to (i) applicable bankruptcy, insolvency, moratorium, receivership, reorganization, fraudulent conveyance and similar laws relating to and affecting the rights and remedies of creditors generally, and (ii) principles of equity (regardless of whether considered and applied in a proceeding in equity or at law).
 
(ii)          The Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.  C.  § 3801, et seq. (the “Statutory Trust Act”) and has the power and authority under the Trust Agreement and the Statutory Trust Act to execute, deliver and perform its obligations under the Transaction Documents to which the Trust is a party.
 
(iii)         The Transaction Documents to which the Trust is a party have been duly authorized, executed and delivered by the Trust.
 
(iv)        To the extent that Article 9 of the Delaware UCC is applicable (without regard to conflict of laws principles), upon the filing of the Financing Statement with the Division, the Indenture Trustee will have a perfected security interest in the Trust’s rights in that portion of the Collateral (as defined in the Indenture) described in the Financing Statement that may be perfected by the filing of a UCC financing statement with the Division (the “Filing Collateral”) and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof.
 
(v)         The Search Report sets forth the correct filing office and the correct debtor name that are necessary to identify those persons, under the Delaware UCC, who have on file financing statements against the Trust covering the Filing Collateral as of the Effective Time.  The Search Report identifies no secured party who has filed with the Division a financing statement naming the Trust as debtor and describing the Filing Collateral prior to the Effective Time.
 
(vi)        Assuming for federal income tax purposes that the Trust will not be classified as an association or a publicly traded partnership taxable as a corporation, and that the Notes will be characterized as indebtedness for federal income tax purposes, then the Trust will not be subject to any franchise or income tax under the laws of the State of Delaware, and the Notes will also be characterized as indebtedness for Delaware tax purposes.

 
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(vii)       Under § 3805(c) of the Statutory Trust Act, the Trust is a separate legal entity and, assuming that the Sale and Servicing Agreement conveys good title to the Trust property to the Trust as a true sale and not as a security arrangement, the Trust rather than the holders of the Certificates will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sale and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.
 
(viii)      Under § 3805(b) of the Statutory Trust Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.
 
(ix)         Under 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by any holder of Certificates, and the dissolution, termination or bankruptcy of any holders of Certificates shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.
 
(x)          The execution, delivery and performance by the Owner Trustee of the Trust Agreement and, on behalf of the Trust, the Transaction Documents to which the Trust is a party, do not require any consent, approval or authorization of, or any registration or filing with, any governmental authority of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State.
 
(xi)         Neither the consummation by the Owner Trustee of the transactions contemplated in the Trust Agreement or, on behalf of the Trust, the transactions contemplated in the Transaction Documents to which the Trust is a party nor the fulfillment of the terms thereof by the Owner Trustee will conflict with or result in a breach or violation of any law of the State of Delaware.
 
Such opinion may contain such assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.  In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the laws of the State of Delaware.  Capitalized terms used in the above opinion paragraphs and not otherwise defined in this Agreement will have the meanings ascribed to such terms in the relevant opinion.
 
(n)           The Representative shall have received from Bingham McCutchen LLP, counsel for the Underwriters, such opinion or opinions, dated the Closing Date, with respect to such matters as the Representative may require, and the Depositor and HCA shall have furnished to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters.

 
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(o)           The Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Representative, dated the Closing Date, to the effect that the Representative and the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date.
 
(p)           The Representative shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice President, the Controller or the Treasurer of the Depositor and HCA in which such officer shall state that: (A) the representations and warranties made by such entity contained in the Transaction Documents and this Agreement are true and correct, that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements on or before the Closing Date, (B) since the date of this Agreement there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, or in the earnings, business or operations of the Trust, the Depositor or HCA except as disclosed to the Representative in writing, and (C) there are no actions, proceedings or investigations to which the Depositor or HCA is a party or that are threatened before any court, administrative agency or other tribunal having jurisdiction over HCA or the Depositor, (i) that are required to be disclosed in the Registration Statement, (ii) asserting the invalidity of this Agreement, any Transaction Document or the Notes, (iii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iv) which could reasonably be expected to materially and adversely affect the performance by the Depositor or HCA of its obligations under, or the validity or enforceability of, this Agreement, any Transaction Document or the Notes or (v) seeking adversely to affect the federal income tax attributes of the Notes as described in the Prospectus or the Preliminary Prospectus under the headings “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.”
 
(q)           The Representative shall have received evidence satisfactory to the Representative and counsel to the Underwriters that, on or before the Closing Date, UCC-1 financing statements, have been or are being filed in all applicable governmental offices reflecting (A) the transfer of the interest of HCA in the Receivables, and the proceeds thereof to the Depositor pursuant to the Receivables Purchase Agreement, (B) the transfer of the interest of the Depositor in the Receivables Purchase Agreement, the Receivables, and the proceeds thereof to the Trust pursuant to the Sale and Servicing Agreement, and (C) the grant by the Trust to the Indenture Trustee under the Indenture of a security interest in the interest of the Trust in the Receivables Purchase Agreement, the Receivables, the Collateral and the proceeds thereof.
 
(r)           The Representative shall have received evidence of ratings letters that assign the ratings to the Notes specified in the Ratings Free Writing Prospectus.
 
(s)           The Representative shall have received, from each of HCA and the Depositor, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) charter, (ii) by-laws, (iii) applicable resolutions and (iv) designation of incumbency of each such entity.
 
(t)           The Representative shall have received evidence of any required Lien releases to be filed or recorded (immediately following the Closing Date) with respect to the Permitted Liens affecting the Receivables from all applicable creditors of HCA, in form and substance satisfactory to the Representative and counsel to the Underwriters.

 
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(u)           The Representative shall have received from the Indenture Trustee, a certificate stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement, is true, accurate and complete.
 
(v)           All representations and warranties made by or on behalf of HCA and the Depositor in the Transaction Documents to which each is a party are true and correct as of the Closing Date.
 
The Depositor will provide or cause to be provided to the Representative conformed copies of such opinions, certificates, letters and documents as the Representative or counsel to the Underwriters reasonably request.
 
SECTION 9.         Termination.  This Agreement shall be subject to termination in the sole discretion of the Representative by notice to the Depositor given on or prior to the Closing Date in the event that either the Depositor or HCA shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date, (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum or maximum prices shall have been established by or on, as the case may be, the Securities and Exchange Commission or the New York Stock Exchange; (b) trading of any securities of HCA or the Depositor shall have been suspended on any exchange or in any over-the-counter market; (c) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities; (d) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe and, in the sole judgment of the Representative, the effect of any such disruption makes it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Prospectus, as amended as of the date hereof; (e) there shall have occurred (i) an outbreak or escalation of hostilities between the United States and any foreign power, (ii) an outbreak or escalation of any other insurrection or armed conflict involving the United States, or (iii) any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U. S. financial markets and, in the sole judgment of the Representative, the effect of any such outbreak, escalation, insurrection, conflict, calamity or crisis makes it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Prospectus, as amended as of the date hereof; (f) any change in or affecting the Receivables or particularly the business or properties of the Trust, the Depositor or HCA shall have occurred which, in the judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; or (g) any downgrading in the rating of any debt securities of HCA, the Depositor, if any, by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) shall have occurred.  Termination of this Agreement pursuant to this Section 9 shall be without liability of any party to any other party except for the liability of HCA in relation to expenses as provided in Sections 7 hereof, the indemnity provided in Section 10 hereof and any liability arising before or in relation to such termination.

 
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SECTION 10.       Indemnification and Contribution.
 
(a)           The Depositor and HCA shall, jointly and severally, indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter or such controlling person may become subject under the Securities Act or otherwise, to the extent such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:
 
(i)          any untrue statement or alleged untrue statement made by the Depositor or HCA in Section 2 hereof,
 
(ii)         any untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, the Issuer Information, the Road Show Material or the Prospectus or any amendment or supplement thereto, or
 
(iii)         the omission or alleged omission to state in the Registration Statement, the Issuer Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, not misleading,
 
and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Depositor and HCA will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Issuer Information, the Road Show Materials or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the Underwriters’ Information; provided, further, that the Depositor and HCA shall not be liable to any Underwriter or any of the directors, officers, employees and agents of an Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any loss, claim, damage or liability that results from the fact that the Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery thereof was required, a copy of the Prospectus or the Prospectus as then amended or supplemented, whichever is most recent, if the Depositor has previously furnished copies thereof to such Underwriter within a reasonable time period prior to such confirmation.  The indemnity provided for in this Section 10 shall be in addition to any liability which the Depositor and HCA may otherwise have.

 
-31-
 

(b)           Each Underwriter, severally and not jointly, will indemnify and hold harmless each of the Depositor and HCA, each of its directors and officers and each person, if any, who controls the Depositor or HCA within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which the Depositor, HCA or any such director, officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained in the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) or (B) the omission or the alleged omission to state in the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus Supplement (or any amendment or supplement thereto) a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Underwriters’ Information or (ii) arise out of or are based upon the breach by such Underwriter of the representation and covenant set forth in Section 6(i), and, in each case will reimburse, as incurred, any legal or other expenses reasonably incurred by the Depositor, HCA or any such director, officer or controlling person in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or any action in respect thereof; provided, however, that the indemnification provided by any Underwriter pursuant to clause (ii) above will in no event exceed the total underwriting discounts and commissions (the “Spread”) received by such Underwriter as set forth in the Prospectus.  The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.
 
(c)           In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) of this Section 10, such person (for purposes of this paragraph (c), the “indemnified party”) shall, promptly after receipt by such party of notice of the commencement of such action, notify the person against whom such indemnity may be sought (for purposes of this paragraph (c), the “indemnifying party”), but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10.  In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which may be counsel to such indemnifying party if otherwise reasonably acceptable to the indemnified party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties.  After notice from the indemnifying party to such indemnified party of its election so to assume the defense of any such action and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel in each applicable local jurisdiction) in any one action or separate but substantially similar actions arising out of the same general allegations or circumstances, designated in writing by the Representative in the case of paragraph (a) of this Section 10, representing the indemnified parties under such paragraph (a) who are parties to such action or actions), (ii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party, (iii) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest or (iv) the indemnifying party has elected to assume the defense of such proceeding but has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified parties.  All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.  After such notice from the indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the indemnifying party.  No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

 
-32-
 

(d)           In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 10 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Depositor and HCA on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering of the Notes (before deducting expenses) received by the Depositor and HCA (including for such purpose, the value of the Certificates) bear to the Spread as set forth in the Prospectus.  The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor, HCA or the Underwriters, the parties’ relative intents, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances.  The Depositor, HCA and the Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this paragraph (d).  Notwithstanding any other provision of this paragraph (d), no Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the amount by which the Spread received by it in the initial offering of such Notes, less the aggregate amount of any damages that such Underwriter has otherwise been required to pay in respect of the same or any substantially similar claim, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.  The Underwriters’ obligations to contribute hereunder are several in proportion to their respective principal amount of Notes they have purchased hereunder, and not joint.  For purposes of this paragraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each director of the Depositor and HCA, each officer of the Depositor and HCA and each person, if any, who controls the Depositor and HCA within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Depositor and HCA.

 
-33-
 

(e)           Notwithstanding any other provision of this Agreement, the aggregate liability of any Underwriter to the Depositor and HCA in respect of any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, “Amounts”) arising out of or based upon any breaches or alleged breaches by such Underwriter of its covenant set forth in Section 6(i)(B), without regard to whether such amounts are payable by such Underwriter under the indemnification provided by Section 10(b) or as damages for breach of contract or otherwise, will in no event exceed the Spread received by such Underwriter as set forth in the Prospectus.
 
SECTION 11.       Defaults by an Underwriter.  If any one or more Underwriter(s) fail(s) to purchase and pay for any of the Notes agreed to be purchased by such Underwriter(s) hereunder, and such failure constitutes a default in the performance of its or their obligations under this Agreement, the remaining Underwriter(s) shall be obligated severally to take up and pay for (in the respective proportions that the amount of Notes set forth opposite their names in Schedule I bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriter(s)) the Notes that the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that if the aggregate amount of Notes that the defaulting Underwriter(s) agreed but failed to purchase exceeds 10% of the aggregate principal amount of Notes, the remaining Underwriter(s) shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such non-defaulting Underwriter(s) do not purchase all the Notes, this Agreement will terminate without liability to any non-defaulting Underwriter.  In the event of a default by any Underwriter as set forth in this paragraph, the Closing Date shall be postponed for such period, not exceeding seven days, as the remaining Underwriter(s) shall determine in order that the required changes in the Prospectus Supplement or in any other documents or arrangements may be effected.  Nothing contained in this Agreement shall relieve any defaulting Underwriter(s) of any liability to the Depositor, HCA, their Affiliates and any non-defaulting Underwriter(s) for damages occasioned by its default hereunder.

 
-34-
 

SECTION 12.       Survival of Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Notes.  If for any reason the purchase of the Notes by the Underwriters is not consummated, each of the Depositor and HCA shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 7 and the obligations pursuant to Section 10 shall remain in effect.  If for any reason the purchase of the Notes by the Underwriters is not consummated (other than as a result of any Underwriters’ breach under Section 4 of this Agreement), the Depositor and HCA will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Notes.
 
SECTION 13.       Obligations Solely Contractual in Nature.  Each of the Depositor and HCA acknowledges and agrees that the Underwriters’ responsibility to the Depositor and HCA is solely contractual in nature and that none of the Underwriters or their affiliates shall be acting in a fiduciary or advisory capacity, or otherwise owe any fiduciary or advisory duty, to the Depositor or HCA in connection with the offering of the Notes and the other transactions contemplated by this Agreement.
 
SECTION 14.       Notices.  Any notice or notification in any form to be given under this Agreement may be delivered in person or sent by mail, facsimile or telephone (subject in the case of a communication by telephone to confirmation by facsimile) addressed to:
 
in the case of the Depositor:
 
Hyundai ABS Funding Corporation
3161 Michelson Drive, Suite 1900
Irvine, California  92612
Facsimile: 949-468-4003
Attention: Vice President; Secretary
 
in the case of HCA:
 
Hyundai Capital America
3161 Michelson Drive, Suite 1900
Irvine, California  92612
Facsimile: 949-468-4003
Attention: Chief Financial Officer
 
in the case of the Representative:
 
RBS Securities Inc.
600 Washington Boulevard
Stamford, Connecticut 06901
 
Facsimile: (203) 873-4491
Attention: Carl Spalding

 
-35-
 

Any such notice shall take effect, in the case of delivery, at the time of delivery and, in the case of facsimile, at the time of dispatch.
 
SECTION 15.       Successors.  This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors and agents, and the directors, officers and control persons referred to in Section 10, and no other person will have any rights or obligations hereunder.
 
SECTION 16.       The Representative.  The Representative represents and warrants to the Depositor and HCA that it is duly authorized to enter into this Agreement.  The Representative shall act for the several Underwriters in connection with this financing, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.  In all dealings hereunder, the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative.
 
SECTION 17.       Miscellaneous.
 
(a)           Time shall be of the essence of this Agreement.
 
(b)           The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect, the meaning or interpretation of this Agreement.
 
(c)           For purposes of this Agreement, (a) “business day” means any day on which the New York Stock Exchange is open for trading, and (b) each of “subsidiary” and “Affiliate” has the meaning set forth in Rule 405 under the Securities Act.
 
(d)           This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Agreement and any party may enter into this Agreement by executing a counterpart.
 
(e)           This Agreement shall inure to the benefit of and shall be binding upon the several Underwriters, the Depositor, HCA and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person, except that (i) the indemnities of the Depositor and HCA contained in Section 10 hereof shall also be for the benefit of any person or persons who control any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and (ii) the indemnities of the Underwriters contained in Section 10 hereof shall also be for the benefit of the directors of the Depositor and HCA, the officers of the Depositor and HCA and any person or persons who control the Depositor or HCA within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.  No purchaser of Notes from any Underwriter shall be deemed a successor because of such purchase.

 
-36-
 

(f)           The respective representations, warranties, agreements, covenants, indemnities and other statements of the Depositor and HCA, its officers and the several Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall remain in full force and effect, regardless of (i) any investigation made by or on behalf of the Depositor or HCA, any of its officers, directors, employees or agents, any Underwriter or any controlling person referred to in Section 10 hereof and (ii) delivery of and payment for the Notes.  The respective agreements, covenants, indemnities and other statements set forth in Sections 6 and 10 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement.
 
SECTION 18.       Severability.  It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
 
SECTION 19.       Governing Law.  THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, AND ALL MATTERS ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS.

 
-37-
 

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Depositor and HCA.
 
Very truly yours,
 
HYUNDAI ABS FUNDING CORPORATION
   
By:
/s/ Min Sok Randy Park
 
Name: Min Sok Randy Park
 
Title: Vice President and Secretary
   
HYUNDAI CAPITAL AMERICA
   
By:
/s/ Dae Kwon Ko
 
Name: Dae Kwon Ko
 
Title: Treasurer
 
The foregoing Agreement is hereby confirmed and accepted as of the date first above written.
 
RBS SECURITIES INC.,
on behalf of itself and as Representative of the
several Underwriters
 
By:
/s/ Carl Spalding
 
Name: Carl Spalding
 
Title: Director

 
-38-
 

SCHEDULE I
 
Underwriter
  
Class A-1
Notes
    
Class A-2
Notes
    
Class A-3
Notes
    
Class A-4
Notes
  
RBS Securities Inc
   $ 89,148,000     $ 102,834,000     $ 96,578,000     $ 45,592,000  
Barclays Capital Inc
   $ 61,560,000     $ 71,010,000     $ 66,690,000     $ 31,482,000  
J.P. Morgan Securities LLC
   $ 61,560,000     $ 71,010,000     $ 66,690,000     $ 31,482,000  
Citigroup Global Markets Inc
   $ 7,866,000     $ 9,073,000     $ 8,521,000     $ 4,022,000  
HSBC Securities (USA) Inc
   $ 7,866,000     $ 9,073,000     $ 8,521,000     $ 4,022,000  
                                 
Total
   $ 228,000,000     $ 263,000,000     $ 247,000,000     $ 116,600,000  

 
Underwriter
  
Class B Notes
    
Class C Notes
  
RBS Securities Inc
   $ 14,226,000     $ 13,440,000  
Barclays Capital Inc
   $ 9,902,000     $ 9,355,000  
J.P. Morgan Securities LLC
   $ 9,902,000     $ 9,355,000  
Citigroup Global Markets Inc
   $ 0     $ 0  
HSBC Securities (USA) Inc
   $ 0     $ 0  
                 
Total
   $ 34,030,000     $ 32,150,000  

 
-39-
 

SCHEDULE II
 
Security
  
Original Principal
Balance $
    
Price $
  
Class A-1 Notes
   $ 228,000,000     $ 227,772,000.00  
Class A-2 Notes
   $ 263,000,000     $ 262,496,144.60  
Class A-3 Notes
   $ 247,000,000     $ 246,405,767.40  
Class A-4 Notes
   $ 116,600,000     $ 116,259,376.42  
Class B Notes
   $ 34,030,000     $ 33,888,210.60  
Class C Notes
   $ 32,150,000     $ 31,986,388.65  
                 
Total Price to Depositor
           $ 918,807,887.67  

 
-40-
 

SCHEDULE III
 
LIST OF PERMITTED LIENS
 
1.
Receivables Sale Agreement, dated as of May 20, 2010, between Hyundai Capital America, as seller, and Hyundai HK Funding, LLC, as buyer.
 
2.
Loan and Security Agreement, dated as of May 20, 2010, among Hyundai HK Funding, LLC, as the borrower, Hyundai Capital America, as the servicer, each of the commercial paper conduits from time to time party thereto, as the conduit lenders, each of the financial institutions from time to time party thereto, as the committed lenders, each of the financial institutions from time to time party thereto, as the group agents and JPMorgan Chase Bank, N.A., as the administrative agent, on behalf of the secured parties, as amended from time to time.

 
-41-
 

ANNEX A
 
REPRESENTATIONS AND AGREEMENTS OF THE UNDERWRITERS
 
(a)           Each Underwriter represents and agrees that:
 
(i)           it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and
 
(ii)          it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
 
(b)           In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date”), each Underwriter has not made and will not make an offer of Notes to the public in that Relevant Member State prior to the publication of a prospectus in relation to Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Underwritten Notes to the public in that Relevant Member State at any time:
 
(i)           to legal entities which are authorized or regulated to operate in financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
 
(ii)          to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
 
(iii)         in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
 
For purposes of this Annex A, the expression an “offer of Notes to the public” in relation to any notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

 
-42-
 
EX-4.1 3 v209270_ex4-1.htm Unassociated Document
Exhibit 4.1
 
AMENDED AND RESTATED TRUST AGREEMENT
 
among
 
HYUNDAI ABS FUNDING CORPORATION,
as Depositor
 
WILMINGTON TRUST COMPANY,
as Owner Trustee
 
and
 
HYUNDAI CAPITAL AMERICA,
 
as Administrator
 
Dated as of January 27, 2011

(2011-A Amended and Restated Trust Agreement)
 
 
 
 
DEFINITIONS
  
     
Section 1.01
Capitalized Terms
1
Section 1.02
Other Definitional Provisions
3
     
ARTICLE 2.
ORGANIZATION
  
     
Section 2.01
Name
4
Section 2.02
Office
4
Section 2.03
Purposes and Powers
4
Section 2.04
Appointment of Owner Trustee
5
Section 2.05
Initial Capital Contribution of Trust Estate
5
Section 2.06
Declaration of Trust
6
Section 2.07
Title to Trust Property
6
Section 2.08
Situs of Trust
6
Section 2.09
Representations, Warranties and Covenants of the Depositor
6
Section 2.10
Federal Income Tax Allocations
7
     
ARTICLE 3.
TRUST CERTIFICATES AND TRANSFER OF INTERESTS
  
     
Section 3.01
Initial Ownership
8
Section 3.02
The Trust Certificates
8
Section 3.03
Execution, Authentication and Delivery of Trust Certificates
8
Section 3.04
Registration of Transfer and Exchange of Trust Certificates
8
Section 3.05
Mutilated, Destroyed, Lost or Stolen Trust Certificates
9
Section 3.06
Persons Deemed Owners
10
Section 3.07
Access to List of Certificateholders’ Names and Addresses
10
Section 3.08
Maintenance of Office or Agency
10
Section 3.09
Appointment of Paying Agent
10
Section 3.10
Form of Trust Certificates
11
Section 3.11
Transfer Restrictions
11
Section 3.12
Legending of Trust Certificates
14
Section 3.13
Authenticating Agent
15
Section 3.14
Actions of Certificateholders
17
     
ARTICLE 4.
ACTIONS BY OWNER TRUSTEE
  
     
Section 4.01
Prior Notice with Respect to Certain Matters
17
Section 4.02
Action by Servicer with Respect to Certain Matters
19
Section 4.03
Action by Certificateholders with Respect to Bankruptcy
19
Section 4.04
Restrictions on Certificateholders’ Power
19
Section 4.05
Majority Control
20
     
ARTICLE 5.
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
  
     
Section 5.01
Establishment of Trust Account
20
Section 5.02
Application of Trust Funds
20
Section 5.03
Method of Payment
20
 
(2011-A Amended and Restated Trust Agreement)
 
TABLE OF CONTENTS
(continued)
 
   
Page
Section 5.04
Accounting and Reports to Certificateholders, the Internal Revenue Service and Others
21
Section 5.05
Signature on Returns; Tax Matters Partner
21
Section 5.06
Duties of Depositor on Behalf of Trust
21
     
ARTICLE 6.
AUTHORITY AND DUTIES OF OWNER TRUSTEE
  
     
Section 6.01
General Authority
22
Section 6.02
General Duties
22
Section 6.03
Action upon Instruction
22
Section 6.04
No Duties Except as Specified in this Agreement or in Instructions
23
Section 6.05
No Action Except Under Specified Documents or Instructions
24
Section 6.06
Restrictions
24
     
ARTICLE 7.
CONCERNING THE OWNER TRUSTEE
  
     
Section 7.01
Acceptance of Trusts and Duties
24
Section 7.02
Furnishing of Documents
25
Section 7.03
Representations and Warranties
25
Section 7.04
Reliance; Advice of Counsel
26
Section 7.05
Not Acting in Individual Capacity
26
Section 7.06
Owner Trustee Not Liable for Trust Certificates or for Receivables
27
Section 7.07
Owner Trustee May Own Trust Certificates and Notes
27
Section 7.08
Doing Business in Other Jurisdictions
27
Section 7.09
Paying Agent; Authenticating Agent
28
     
ARTICLE 8.
COMPENSATION OF OWNER TRUSTEE
  
     
Section 8.01
Owner Trustee’s Fees and Expenses
28
Section 8.02
Indemnification
28
Section 8.03
Payments to the Owner Trustee
28
     
ARTICLE 9.
TERMINATION OF TRUST AGREEMENT
  
     
Section 9.01
Termination of Trust Agreement
29
     
ARTICLE 10.
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
  
     
Section 10.01
Eligibility Requirements for Owner Trustee
30
Section 10.02
Resignation or Removal of Owner Trustee
30
Section 10.03
Successor Owner Trustee
31
Section 10.04
Merger or Consolidation of Owner Trustee
31
Section 10.05
Appointment of Co-Trustee or Separate Trustee
32
     
ARTICLE 11.
MISCELLANEOUS
  
     
Section 11.01
Supplements and Amendments
33
 
(2011-A Amended and Restated Trust Agreement)
 
TABLE OF CONTENTS
(continued)
 
   
Page
Section 11.02
No Legal Title to Trust Estate in Certificateholders
34
Section 11.03
Limitations on Rights of Others
34
Section 11.04
Notices
34
Section 11.05
Severability
35
Section 11.06
Separate Counterparts
35
Section 11.07
Successors and Assigns
35
Section 11.08
Covenants of the Depositor
35
Section 11.09
No Petition
35
Section 11.10
No Recourse
35
Section 11.11
Headings
36
Section 11.12
GOVERNING LAW
36
Section 11.13
[Reserved]
36
Section 11.14
Sarbanes-Oxley
37
     
ARTICLE 12.
COMPLIANCE WITH REGULATION AB
  
     
Section 12.01
Intent of the Parties; Reasonableness
37
Section 12.02
Additional Representations and Warranties of the Owner Trustee
37
Section 12.03
Information to Be Provided by the Owner Trustee
38
Section 12.04
Indemnification; Remedies
39

Exhibits
    
     
Exhibit A
Form of Trust Certificate
A-1
Exhibit B
Reserved
B-1
Exhibit C
Form of Transferee Certificate
C-1
Exhibit D
Form of Certificate of Trust of Hyundai Auto Receivables Trust 2011-A
D-1

(2011-A Amended and Restated Trust Agreement)
 
 
 

This AMENDED AND RESTATED TRUST AGREEMENT, dated as of January 27, 2011, is among HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation, as depositor (the “Depositor”), WILMINGTON TRUST COMPANY, a Delaware banking corporation, acting hereunder not in its individual capacity but solely as owner trustee (the “Owner Trustee”), and HYUNDAI CAPITAL AMERICA, a California corporation, as administrator (the “Administrator”).
 
WHEREAS, on August 26, 2010, the Depositor, the Owner Trustee and the Administrator entered into a Trust Agreement (the “Original Trust Agreement”); and
 
WHEREAS, the parties hereto wish to amend and restate the Original Trust Agreement in its entirety;
 
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto amend and restate the Original Trust Agreement in its entirety and agree as follows:
 
ARTICLE 1.
DEFINITIONS
 
Section 1.01          Capitalized Terms.  For all purposes of this Agreement, the following terms shall have the meanings set forth below:
 
“Administration Agreement” shall mean the Owner Trust Administration Agreement dated as of January 27, 2011 among the Trust, Hyundai Capital America, as Administrator, and Citibank, N.A., as Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Administrator” shall mean Hyundai Capital America.
 
“Agreement” shall mean this Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time.
 
“Authenticating Agent” shall have the meaning assigned to such term in Section 3.13(a) and shall initially be Citibank, N.A.
 
“Benefit Plan Investor” shall have the meaning assigned to such term in Section 3.11(b).
 
“Certificate Distribution Account” shall have the meaning assigned to such term in Section 5.01.
 
“Certificate of Trust” shall mean the Certificate of Trust substantially in the form of Exhibit D filed for the Trust pursuant to Section 3810(a) of the Statutory Trust Act.
 
“Certificate Percentage Interest” shall mean with respect to any Trust Certificate, the percentage interest of ownership in the Trust represented thereby as set forth on the face thereof.
 
(2011-A Amended and Restated Trust Agreement)
 
“Certificate Register” and “Certificate Registrar” shall mean the register mentioned in and the registrar appointed pursuant to Section 3.04.
 
“Certificateholder” or “Holder” shall mean a Person in whose name a Trust Certificate is registered.
 
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
 
“Corporate Trust Office” shall mean, with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at Rodney Square North, 1100 North Market Street, Wilmington Delaware  19890-0001, Attention: Corporate Trust Administration, or at such other address in the State of Delaware as the Owner Trustee may designate by notice to the Certificateholders and the Depositor, or the principal corporate trust office of any successor Owner Trustee at the address (which shall be in the State of Delaware) designated by such successor Owner Trustee by notice to the Certificateholders and the Depositor.
 
“Definitive Trust Certificates” shall have the meaning set forth in Section 3.10.
 
“Depositor” shall mean Hyundai ABS Funding Corporation and its successors, in its capacity as depositor hereunder.
 
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.
 
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
 
“Expenses” shall have the meaning assigned to such term in Section 8.02.
 
“Indemnified Parties” shall have the meaning assigned to such term in Section 8.02.
 
“Indenture” shall mean the Indenture, dated as of January 27, 2011 between the Trust and Citibank, N.A., as Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Indenture Trustee” shall mean Citibank, N.A., a national banking association.
 
“Owner Trustee” shall mean Wilmington Trust Company, a Delaware banking corporation, not in its individual capacity but solely as owner trustee under this Agreement, and any successor Owner Trustee hereunder.
 
“Paying Agent” shall mean any paying agent or co paying agent appointed pursuant to Section 3.09 and shall initially be Citibank, N.A.
 
(2011-A Amended and Restated Trust Agreement)
2
 
“Person” shall mean any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust or business trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.
 
“Record Date” shall mean, with respect to a Payment Date, the close of business on the day immediately preceding such Payment Date.
 
“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement dated as of January 27, 2011, among the Depositor, Hyundai Capital America, as Seller and Servicer, the Trust and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“SEC” means the Securities and Exchange Commission.
 
“Secretary of State” shall mean the Secretary of State of the State of Delaware.
 
“Securities Act” means the Securities Act of 1933, as amended.
 
“Statutory Trust Act” shall mean Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from time to time.
 
“Treasury Regulations” shall mean regulations, including proposed or temporary Regulations, promulgated under the Code.  References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.
 
“Trust” shall mean the trust established by this Agreement.
 
“Trust Certificate” shall mean a certificate evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form attached hereto as Exhibit A.
 
“Trust Estate” shall mean all right, title and interest of the Trust in and to the property and rights assigned to the Trust pursuant to Article II of the Sale and Servicing Agreement, all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account, and all other property of the Trust from time to time, including any rights of the Owner Trustee and the Trust pursuant to the Sale and Servicing Agreement and the Administration Agreement.
 
Section 1.02          Other Definitional Provisions.
 
(a)           Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Sale and Servicing Agreement or, if not defined therein, in the Indenture.
 
(b)           All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
 
(2011-A Amended and Restated Trust Agreement)
3
 
(c)           As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles.  To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.
 
(d)           The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified; “or” includes “and/or”; and the term “including” shall mean “including without limitation”.
 
(e)           The definitions contained in this Agreement are applicable to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms.
 
(f)           Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.
 
ARTICLE 2.
ORGANIZATION
 
Section 2.01          Name.  The Trust created hereby shall be known as “Hyundai Auto Receivables Trust 2011-A,” in which name the Owner Trustee may conduct the business of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued.
 
Section 2.02          Office.  The office of the Trust shall be in care of the Owner Trustee at the Corporate Trust Office or at such other address in Delaware as the Owner Trustee may designate by written notice to the Certificateholders and the Depositor.
 
Section 2.03          Purposes and Powers.  The purpose of the Trust is to engage in the following activities and the Trust shall have the power and authority:
 
(a)           to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Notes and the Trust Certificates and to pay interest on and principal on the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents;
 
(2011-A Amended and Restated Trust Agreement)
4
 
(b)           with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement;
 
(c)           to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;
 
(d)           to enter into and perform its obligations under the Basic Documents to which it is to be a party;
 
(e)           to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith;
 
(f)           to enter into derivative transactions upon the satisfaction of the Rating Agency Condition at any time or from time to time after the issuance of the Notes.  The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and
 
(g)           subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders.
 
The Trust is hereby authorized to engage in the foregoing activities.  The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.
 
Section 2.04          Appointment of Owner Trustee.  The Depositor hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein.
 
Section 2.05          Initial Capital Contribution of Trust Estate.  Pursuant to the Original Trust Agreement, the Depositor sold, assigned, transferred, conveyed and set over to the Owner Trustee, as of the date thereof, the sum of $1.00.  The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of the date of the Original Trust Agreement, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Certificate Distribution Account.  The Depositor shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.
 
(2011-A Amended and Restated Trust Agreement)
5
 
Section 2.06          Declaration of Trust.  The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents.  It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust.  It is the intention of the parties hereto that, for income and franchise tax purposes, until the Trust Certificates are held by more than one Person, the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) and the Notes will be characterized as debt.  At such time that the Trust Certificates are held by more than one Person, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership, being the Certificateholders, and the Notes being debt of the partnership.  The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment.  The parties agree that, unless otherwise required by appropriate tax authorities, until the Trust Certificates are held by more than one Person the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms inconsistent with the characterization of the Trust as a disregarded entity of its owner.  Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust.
 
Section 2.07          Title to Trust Property.  Subject to the Indenture, legal title to all the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee or a separate trustee, as the case may be; provided that prior to taking title to any part of the Trust Estate, the Owner Trustee will notify the Servicer and the Indenture Trustee.
 
Section 2.08          Situs of Trust.  The Trust will be located and administered in the State of Delaware.  All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of Delaware or the State of New York.  The Trust shall not have any employees; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware.  Payments will be received by the Trust only in Delaware or New York, and payments will be made by the Trust only from Delaware or New York.  The only office of the Trust will be at the Corporate Trust Office in the State of Delaware.
 
Section 2.09          Representations, Warranties and Covenants of the Depositor.  The Depositor hereby represents and warrants to the Owner Trustee that:
 
(a)           The Depositor is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
 
(2011-A Amended and Restated Trust Agreement)
6
 
(b)           The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.
 
(c)           The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action.
 
(d)           The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles.
 
(e)           The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.
 
(f)            There are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.
 
(g)           The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.
 
Section 2.10          Federal Income Tax Allocations.  If the Trust Certificates are held by more than one Person, for federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in proportion to their Certificate Percentage Interests on such Record Date.  The Trust (or the Administrator in accordance with the Administration Agreement and Section 5.04) is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code.
 
(2011-A Amended and Restated Trust Agreement)
7
 
ARTICLE 3.
TRUST CERTIFICATES AND TRANSFER OF INTERESTS
 
Section 3.01          Initial Ownership.  Upon the formation of the Trust by the contribution by the Depositor pursuant to Section 2.05 and until the issuance of the Trust Certificates, the Depositor shall be the sole beneficiary of the Trust.
 
Section 3.02          The Trust Certificates.  The Trust Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee.  Trust Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be validly issued and entitled to the benefit of this Agreement and shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Trust Certificates or did not hold such offices at the date of authentication and delivery of such Trust Certificates.
 
If a transfer of the Trust Certificates is permitted pursuant to Section 3.11, a transferee of a Trust Certificate shall become a Certificateholder and shall be entitled to the rights and subject to the obligations of a Certificateholder hereunder upon such transferee’s acceptance of a Trust Certificate duly registered in such transferee’s name pursuant to Section 3.04.
 
Section 3.03          Execution, Authentication and Delivery of Trust Certificates.  On the Closing Date, the Owner Trustee shall cause the Trust Certificates in an aggregate Certificate Percentage Interest equal to 100% to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by the Owner Trustee on behalf of the Trust, without further action by the Depositor, in authorized denominations.  No Trust Certificate shall entitle its Holder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or Citibank, N.A., as the Owner Trustee’s Authenticating Agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder.  All Trust Certificates shall be dated the date of their authentication.
 
Section 3.04          Registration of Transfer and Exchange of Trust Certificates.  The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Trust Certificates and of transfers and exchanges of Trust Certificates as herein provided.  Wilmington Trust Company shall be the initial Certificate Registrar.
 
(2011-A Amended and Restated Trust Agreement)
8
 
Upon surrender for registration of transfer of any Trust Certificate at the office or agency maintained pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Trust Certificates in authorized denominations of a like aggregate amount dated the date of authentication by the Owner Trustee or any Authenticating Agent.  At the option of a Certificateholder, Trust Certificates may be exchanged for other Trust Certificates of authorized denominations of a like aggregate amount upon surrender of the Trust Certificates to be exchanged at the office or agency maintained pursuant to Section 3.08.
 
Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the related Certificateholder or such Certificateholder’s attorney duly authorized in writing.  Each Trust Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.
 
No service charge shall be made for any registration of transfer or exchange of Trust Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Trust Certificates.
 
The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of, Trust Certificates for a period of 15 days preceding the due date for any payment with respect to the Trust Certificates.
 
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of the Trust Certificates.
 
Section 3.05          Mutilated, Destroyed, Lost or Stolen Trust Certificates.  If (a) any mutilated Trust Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Trust Certificate and (b) there shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to save each of them harmless, then in the absence of notice that such Trust Certificate has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or the Owner Trustee’s Authenticating Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new Trust Certificate of like tenor and denomination.  In connection with the issuance of any new Trust Certificate under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.  Any duplicate Trust Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Trust Certificate shall be found at any time.
 
(2011-A Amended and Restated Trust Agreement)
9
 
Section 3.06          Persons Deemed Owners.  Prior to due presentation of a Trust Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar or any Paying Agent may treat the Person in whose name any Trust Certificate is registered in the Certificate Register as the owner of such Trust Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar or any Paying Agent shall be bound by any notice to the contrary.
 
Section 3.07          Access to List of Certificateholders’ Names and Addresses.  The Owner Trustee shall furnish or cause to be furnished to the Servicer, the Paying Agent and the Depositor, within 15 days after receipt by the Owner Trustee of a written request therefor from the Servicer, the Paying Agent or the Depositor, a list, in such form as the Servicer or the Depositor may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date.  The Certificate Registrar shall also promptly furnish to the Owner Trustee and the Paying Agent a copy of such list at any time there is a change therein.  If (a) three or more Certificateholders or (b) one or more Holders of Trust Certificates evidencing not less than 50% of the Certificate Percentage Interests apply in writing to the Owner Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under this Agreement or under the Trust Certificates and such application is accompanied by a copy of the communication that such applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such applicants access during normal business hours to the current list of Certificateholders.  Each Certificateholder, by receiving and holding a Trust Certificate, shall be deemed to have agreed not to hold any of the Depositor, the Certificate Registrar or the Owner Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived.  The Certificate Registrar shall upon the request of the Owner Trustee provide such list, or access to such list, of Certificateholders as contemplated by this Section.
 
Section 3.08          Maintenance of Office or Agency.  The Trust shall designate in the State of Delaware an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Trust and Owner Trustee in respect of the Trust Certificates and the Basic Documents may be served. The Trust initially designates Wilmington Trust Company as its office for such purposes.  The Trust shall give prompt written notice to the Depositor and the Certificateholders of any change in the location of the Certificate Register or any such office or agency.
 
Section 3.09          Appointment of Paying Agent.  The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.02 and shall report the amounts of such distributions to the Owner Trustee.  Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above.  The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect; provided, however, the Owner Trustee shall have no duty to monitor or oversee the compliance by the Paying Agent of its obligations under this Agreement or any other Basic Document.  The Paying Agent initially shall be Citibank, N.A., and any co-paying agent chosen by the Trust.  Citibank, N.A. shall be permitted to resign as Paying Agent upon 30 days’ written notice to the Owner Trustee.  In the event that Citibank, N.A. shall no longer be the Paying Agent, the Depositor, with the consent of the Owner Trustee, shall appoint a successor to act as Paying Agent (which shall be a bank or trust company).  The Trust shall cause such successor Paying Agent or any additional Paying Agent appointed hereunder to execute and deliver to the Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trust that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders.  The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee.  Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise.
 
(2011-A Amended and Restated Trust Agreement)
10
 
Section 3.10          Form of Trust Certificates.  The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing definitive, fully registered Trust Certificates (the “Definitive Trust Certificates”) and shall be registered in the name of the Depositor or upon order of the Depositor as the initial registered owner thereof.  The Owner Trustee shall execute and authenticate, or cause to be authenticated, the Definitive Trust Certificates in accordance with the instructions of the Depositor.  The Depositor hereby orders the Owner Trustee to execute and authenticate, or cause to be authenticated, the Definitive Trust Certificates.  Neither the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of the Trust Certificates, the Owner Trustee and each Paying Agent shall recognize the Holders of the Trust Certificates as Certificateholders.  The Trust Certificates shall be printed, lithographed or engraved, or may be produced in any other manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof.
 
Section 3.11          Transfer Restrictions.  (a)  No Trust Certificate may be resold, assigned or transferred (including by pledge or hypothecation) unless such resale, assignment or transfer is (i) pursuant to an effective registration statement under the Securities Act and any applicable state securities or “Blue Sky” laws, (ii) pursuant to Rule 144A promulgated under the Securities Act (“Rule 144A”) or (iii) pursuant to another exemption from the registration requirements of the Securities Act and subject to the receipt by the Owner Trustee and the Depositor of (A) a certification by the prospective transferee of the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor and (B) if requested by the Owner Trustee, an opinion of counsel (which will not be at the expense of the Owner Trustee), satisfactory to the Depositor and the Owner Trustee, to the effect that the transfer is in compliance with the Securities Act, and, in each case, in compliance with any applicable securities or “Blue Sky” laws of any state of the United States.  In addition, each transferee shall provide to the Owner Trustee its tax identification number, address, nominee name (if applicable) and wire transfer instructions.  Prior to any resale, assignment or transfer of the Trust Certificates described in clause (ii) above, each prospective purchaser of the Trust Certificates shall have acknowledged, represented and agreed as follows:
 
(2011-A Amended and Restated Trust Agreement)
11
 
(1)           It is a “qualified institutional buyer” as defined in Rule 144A (“QIB”) and is acquiring the Trust Certificates for its own institutional account (and not for the account of others) or as a fiduciary or agent for others (which others also are QIBs).
 
(2)           It acknowledges that the Trust Certificates have not been and will not be registered under the Securities Act or the securities laws of any jurisdiction.
 
(3)           It is familiar with Rule 144A and is aware that the sale is being made in reliance on Rule 144A and it is not acquiring the Trust Certificates with a view to, or for resale in connection with, a distribution that would constitute a public offering within the meaning of the Securities Act or a violation of the Securities Act, and that, if in the future it decides to resell, assign, pledge or otherwise transfer any Trust Certificates, such Trust Certificates may be resold, assigned, pledged or transferred only (i) to the Depositor or any Affiliate thereof, (ii) so long as such Trust Certificate is eligible for resale pursuant to Rule 144A, to a person whom it reasonably believes after due inquiry is a QIB acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are QIBs) to whom notice is given that the resale, pledge, assignment or transfer is being made in reliance on Rule 144A, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case (A) the Owner Trustee shall require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor and (B) the Owner Trustee shall require a written opinion of counsel (which will not be at the expense of the Depositor or the Owner Trustee) satisfactory to the Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act, in each case in accordance with any applicable securities or “Blue Sky” laws of any state of the United States.
 
(4)           It is aware that it (or any account for which it is purchasing) may be required to bear the economic risk of an investment in the Trust Certificates for an indefinite period, and it (or such account) is able to bear such risk for an indefinite period.
 
(5)           It understands that the Trust Certificates will bear legends substantially as set forth in Section 3.12.
 
(6)           If it is acquiring any Trust Certificates for the account of one or more qualified institutional buyers, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.
 
(2011-A Amended and Restated Trust Agreement)
12
 
(7)           It (and any Person for which it holds Trust Certificates) has neither acquired nor will it transfer any Trust Certificate it purchases (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
 
(8)           It (and any Person for which it holds Trust Certificates, collectively for purposes of this paragraph (8), a “transferee”) either (A) is not, and will not become, a partnership, S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) is such an entity, but none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code, such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in the transferee to be attributable to such transferee’s ownership of Trust Certificates.
 
(9)           It understands that if it is acquiring any Trust Certificate for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation.
 
(10)           It understands that no subsequent transfer of the Trust Certificates (or any interest therein) is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Percentage Interest of at least 5%, (B) it causes its proposed transferee to provide to the Owner Trustee and the Depositor a letter substantially in the form of Exhibit C hereto, or such other written statement as the Owner Trustee shall prescribe and (C) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would either create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would cause the number of beneficial owners of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
 
(11)           It understands that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (7), (8), (9) and (10) above.
 
(2011-A Amended and Restated Trust Agreement)
13
 
(12)           It is a United States Person within the meaning of Section 7701(a)(30) of the Code.
 
(13)           It acknowledges that the Owner Trustee, the Depositor, and their Affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.
 
Each transferee of the Trust Certificates shall be required to execute or to have executed a representation letter substantially in the form of Exhibit C, or may deliver such other representations (or an opinion of counsel) as may be approved by the Owner Trustee and the Depositor, to the effect that such transfer may be made pursuant to an exemption from registration under the Securities Act and any applicable state securities or “Blue Sky” laws.
 
In addition, such prospective purchaser shall be responsible for providing additional information or certification, as shall be reasonably requested by the Owner Trustee or the Depositor, to support the truth and accuracy of the foregoing acknowledgments, representations and agreements, it being understood that such additional information is not intended to create additional restrictions on the transfer of the Trust Certificates.  Neither the Depositor, the Trust nor the Owner Trustee shall be obligated to register or monitor compliance with the Trust Certificates under the Securities Act or any state securities or “Blue Sky” laws.
 
In determining compliance with the transfer restrictions contained in this Section, the Owner Trustee may rely upon a written opinion of counsel (which may include in-house counsel of the transferor), the cost of obtaining which shall be an expense of the Holder of the Certificate to be transferred.
 
(b)           The Trust Certificates may not be acquired by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”).  By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan Investor.
 
Section 3.12          Legending of Trust Certificates.  Each Trust Certificate shall bear a legend in substantially the following form, unless the Depositor determines otherwise in accordance with applicable law:
 
(2011-A Amended and Restated Trust Agreement)
14
 
THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.  THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE, AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE TRUST CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO THE PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER  ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (D) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS.  IN SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION.  ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE TRUST CERTIFICATE FOR ALL PURPOSES.
 
NO TRUST CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”).  BY ACCEPTING AND HOLDING A TRUST CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR.
 
Section 3.13          Authenticating Agent.
 
(a)           The Owner Trustee may appoint one or more Authenticating Agents (each, an “Authenticating Agent”) with respect to the Certificates which shall be authorized to act on behalf of the Owner Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. The Owner Trustee hereby appoints Citibank, N.A. as Authenticating Agent for the authentication of Certificates upon any registration of transfer or exchange of such Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Owner Trustee or the Owner Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Owner Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Owner Trustee by an Authenticating Agent. Each Authenticating Agent (other than Citibank, N.A.) shall be subject to acceptance by the Depositor.
 
(2011-A Amended and Restated Trust Agreement)
15
 
(b)           Any institution succeeding to the corporate agency business of an Authenticating Agent shall continue to be an Authenticating Agent without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Authenticating Agent.
 
(c)           An Authenticating Agent may at any time resign by giving written notice of resignation to the Owner Trustee and the Depositor. The Owner Trustee may at any time terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and to the Depositor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an Authenticating Agent shall cease to be acceptable to the Owner Trustee or the Depositor, the Owner Trustee promptly may appoint a successor Authenticating Agent with the consent of the Depositor. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.
 
(d)           The Depositor shall pay the Authenticating Agent from time to time reasonable compensation for its services under this Section 3.13.
 
(e)           Pursuant to an appointment made under this Section 3.13, the Certificates may have endorsed thereon, in lieu of the Owner Trustee's certificate of authentication, an alternate certificate of authentication in substantially the following form:
 
This is one of the Certificates referred to in the within mentioned Agreement.

   
 
as Owner Trustee
     
 
By:
  
   
Authorized Officer
     
 
or
   
     
 
as Authenticating Agent for the Owner Trustee,
     
 
By:
  
   
Authorized Officer
 
(2011-A Amended and Restated Trust Agreement)
16
 
Section 3.14          Actions of Certificateholders.
 
(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Owner Trustee and, when required, to the Depositor or the Servicer.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Owner Trustee, the Depositor and the Servicer, if made in the manner provided in this Section 3.14.
 
(b)           The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Owner Trustee deems sufficient.  Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Owner Trustee, the Depositor or the Servicer in reliance thereon, regardless of whether notation of such action is made upon such Certificate.
 
(c)           The Owner Trustee may require such additional proof of any matter referred to in this Section 3.14 as it shall deem necessary.
 
ARTICLE 4.
ACTIONS BY OWNER TRUSTEE
 
Section 4.01          Prior Notice with Respect to Certain Matters.  With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Servicer of record as of the preceding Record Date in writing of the proposed action and such Servicer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Servicer has withheld consent or provided alternative direction:
 
(a)           the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables);
 
(b)           the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act);
 
(c)           the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is required;
 
(2011-A Amended and Restated Trust Agreement)
17
 
(d)           the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Basic Document in circumstances where the consent of any Noteholder is not required and such amendment would materially adversely affect the interests of the Certificateholders;
 
(e)           the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholders;
 
(f)           the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable;
 
(g)           the consent to the calling or waiver of any default of any Basic Document;
 
(h)           the consent to the assignment by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Basic Documents;
 
(i)           except as provided in Article 9 hereof, dissolve, terminate or liquidate the Trust in whole or in part;
 
(j)           merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust’s assets to any other entity;
 
(k)           cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents;
 
(l)           do any act that conflicts with any other Basic Document;
 
(m)         do any act that would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03 hereof;
 
(n)          confess a judgment against the Trust;
 
(o)           possess Trust assets, or assign the Trust’s right to property, for other than a Trust purpose;
 
(p)           cause the Trust to lend any funds to any entity, unless permitted in the Basic Documents; or
 
(q)           change the Trust’s purpose and powers from those set forth in this Agreement.
 
(2011-A Amended and Restated Trust Agreement)
18
 
In addition, the Trust shall not commingle its assets with those of any other entity.  The Trust shall maintain its financial and accounting books and records separate from those of any other entity.  Except as expressly set forth herein, the Trust shall not pay the indebtedness, operating expenses and liabilities of any other entity.  The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor and the Servicer.
 
The Owner Trustee shall not have the power, except upon the direction of the Servicer and to the extent otherwise consistent with the Basic Documents, to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankrupt or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust’s creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a “Bankruptcy Action”).  So long as the Indenture remains in effect, to the extent permitted by applicable law, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust.
 
Section 4.02          Action by Servicer with Respect to Certain Matters.  The Owner Trustee shall not have the power, except upon the written direction of the Servicer to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) amend the Sale and Servicing Agreement pursuant to Section 10.01(b) of such document, or (d) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture.  The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders and Servicer.
 
Section 4.03          Action by Certificateholders with Respect to Bankruptcy.  The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the unanimous prior approval of all Certificateholders and the delivery to the Owner Trustee by each such Certificateholder of a certification certifying that such Certificateholder reasonably believes that the Trust is insolvent.
 
Section 4.04          Restrictions on Certificateholders’ Power.  The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.03; nor shall the Owner Trustee be obligated to follow any such direction, if given.
 
(2011-A Amended and Restated Trust Agreement)
19
 
Section 4.05          Majority Control.  Except as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests.  Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests at the time of the delivery of such notice.
 
ARTICLE 5.
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
 
Section 5.01          Establishment of Trust Account.  The Paying Agent shall establish and maintain in the name of the Trust an Eligible Account (the “Certificate Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders.  The title of the Certificate Distribution Account shall be “Hyundai Auto Receivables Trust 2011-A:  Certificate Distribution Account for the benefit of the Certificateholders”.
 
The Trust shall possess all right, title and interest in all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof.  Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders.  If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Paying Agent shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, subject to satisfaction of the Rating Agency Condition) establish a new Certificate Distribution Account, as applicable, as an Eligible Account and shall transfer any cash or any investments to such new Certificate Distribution Account.
 
Section 5.02          Application of Trust Funds.
 
(a)           On each Payment Date, the Paying Agent shall distribute to Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 5.05 of the Sale and Servicing Agreement with respect to such Payment Date based upon each Certificateholder’s Certificate Percentage Interest.
 
(b)           On each Payment Date, the Paying Agent shall send to each Certificateholder the statement or statements provided by the Servicer pursuant to Section 5.07 of the Sale and Servicing Agreement with respect to such Payment Date.
 
Section 5.03          Method of Payment.  Subject to Section 9.01(c), distributions required to be made to Certificateholders on any Payment Date shall be made to each Certificateholder of record on the preceding Record Date either by wire transfer, in immediately available funds, to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor, if (a) such Certificateholder shall have provided to the Certificate Registrar and the Paying Agent appropriate written instructions at least five Business Days prior to such Payment Date and (b) such Certificateholder is the Depositor, or an Affiliate thereof, or, if not, by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register.
 
(2011-A Amended and Restated Trust Agreement)
20
 
Section 5.04          Accounting and Reports to Certificateholders, the Internal Revenue Service and Others.  At such time as there is more than one Certificateholder (for tax purposes), the Administrator (or agent on its behalf) shall:
 
(a)           unless otherwise required under the Code, maintain (or cause to be maintained) the books of the Trust on a calendar year basis and the accrual method of accounting,
 
(b)           deliver (or cause to be delivered) to each Certificateholder, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Certificateholder to prepare its federal and state income tax returns,
 
(c)           file (or cause to be filed) such tax returns relating to the Trust (including IRS Form 1065), and make such elections as from time to time may be required or appropriate under any applicable state or federal statute or any rule or regulation thereunder so as to maintain the Trust’s characterization as a partnership for federal income tax purposes, and
 
(d)           cause such tax returns to be signed in the manner required by law.  The parties to this Agreement agree and acknowledge that the Administrator shall perform the duties and obligations under this Section 5.04 in accordance with the Administration Agreement.
 
Section 5.05          Signature on Returns; Tax Matters Partner.
 
(a)           The Owner Trustee shall sign on behalf of the Trust the tax returns of the Trust provided to it in execution form, if any, unless applicable law requires a Certificateholder or another Person to sign such documents.
 
(b)           As long as the Trust is treated as a partnership for federal income tax purposes and the Depositor or an affiliate is a beneficial owner of a Trust Certificate, to the extent allowed by the Code, Hyundai Capital America shall be designated the “tax matters partner” of the Trust pursuant to Section 6231(a)(7) of the Code and applicable Treasury Regulations.
 
Section 5.06          Duties of Depositor on Behalf of Trust.  Except to the extent such responsibilities are assumed by the Administrator in the Administration Agreement or the Servicer in the Sale and Servicing Agreement, the Depositor shall, on behalf of the Trust, prepare and, after execution by the Trust, file with the Securities and Exchange Commission and all applicable state agencies all documents required to be filed on a periodic basis with the SEC and all applicable state agencies (including any summaries thereof required by rules and regulations prescribed thereby), and transmit such summaries to the Noteholders pursuant to Section 7.03 of the Indenture.
 
(2011-A Amended and Restated Trust Agreement)
21
 
ARTICLE 6.
AUTHORITY AND DUTIES OF OWNER TRUSTEE
 
Section 6.01          General Authority.  The Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party and each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party, in each case, in such form as the Depositor shall approve, as evidenced conclusively by the Owner Trustee’s execution thereof.  In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Basic Documents.
 
Section 6.02          General Duties.  It shall be the duty of the Owner Trustee:
 
(a)           to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and to administer the Trust in the interest of the Certificateholders, subject to the Basic Documents and in accordance with the provisions of this Agreement; provided, however, that notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement; and
 
(b)           to cooperate with the Administrator in carrying out the Administrator’s obligation to qualify and preserve the Trust’s qualification to do business in each jurisdiction, if any, in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Receivables and any other instrument and agreement included in the Trust Estate; provided that the Owner Trustee may rely on advice of counsel with respect to such obligation.
 
Section 6.03          Action upon Instruction.
 
(a)           Subject to Article 4 and in accordance with the terms of the Basic Documents, the Servicer may by written instruction direct the Owner Trustee in the management of the Trust.  Such direction may be exercised at any time by written instruction of the Servicer pursuant to Article 4.
 
(b)           The Owner Trustee shall not be required to take any action hereunder or under any Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.
 
(2011-A Amended and Restated Trust Agreement)
22
 
(c)           Whenever the Owner Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Servicer of record as of the preceding Record Date requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of such Servicer received, the Owner Trustee shall not be liable on account of such action to any Person.  If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.
 
(d)           In the event that the Owner Trustee is unsure as to the application of any provision of this Agreement or any Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Servicer requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall not be liable, on account of such action or inaction, to any Person.  If the Owner Trustee shall not have received appropriate instruction within 10 days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the Basic Documents, as it shall deem to be in the best interests of the Certificateholders, and shall have no liability to any Person for such action or inaction.
 
Section 6.04          No Duties Except as Specified in this Agreement or in Instructions.  The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee or the Trust is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03, and no implied duties or obligations shall be read into this Agreement or any Basic Document against the Owner Trustee.  The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or Lien granted to it hereunder or to prepare or file any SEC filing or tax filing for the Trust or to record this Agreement or any Basic Document.  The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee in its individual capacity that are not related to the ownership or the administration of the Trust Estate.
 
(2011-A Amended and Restated Trust Agreement)
23
 
Section 6.05          No Action Except Under Specified Documents or Instructions.  The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except (i) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents or (iii) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 6.03.
 
Section 6.06          Restrictions.  The Owner Trustee shall not take any action that, to its actual knowledge, (a) is inconsistent with the purposes of the Trust set forth in Section 2.03 or (b) would result in the Trust becoming taxable as a corporation for federal income tax purposes or for state or local income or franchise tax purposes.  The Certificateholders and Servicer shall not direct the Owner Trustee to take any action that would violate the provisions of this Section.
 
ARTICLE 7.
CONCERNING THE OWNER TRUSTEE
 
Section 7.01          Acceptance of Trusts and Duties.  The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement.  The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of this Agreement.  The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):
 
(a)           The Owner Trustee shall not be liable for any error of judgment made by a Trust Officer of the Owner Trustee;
 
(b)           The Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Servicer, the Administrator or any Certificateholder;
 
(c)           No provision of this Agreement or any Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers hereunder or under any Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;
 
(d)           Under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes;
 
(2011-A Amended and Restated Trust Agreement)
24
 
(e)           The Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement or for the due execution hereof by the Depositor or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Trust Certificates, and the Owner Trustee shall in no event assume or incur any liability, duty or obligation to any Noteholder or to any Certificateholder, other than as expressly provided for herein or expressly agreed to in the other Basic Documents;
 
(f)           The Owner Trustee shall not be responsible for monitoring the performance of, and shall not be liable for the default or misconduct of the Administrator, the Depositor, the Servicer, the Indenture Trustee or any other Person under any of the Basic Documents or otherwise, and the Owner Trustee shall have no obligation or liability to perform the obligations of the Trust under the Basic Documents other than as set forth in this Trust Agreement;
 
(g)           The Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any Basic Document, at the request, order or direction of the Servicer, unless such Servicer has offered to the Owner Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that may be incurred by the Owner Trustee therein or thereby.  The right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act; and
 
(h)           The Certificateholders agree that during such time as the Owner Trustee is acting at the direction of the Servicer, any fiduciary duties or liabilities of the Owner Trustee to the Certificateholders in connection therewith shall be deemed not to violate any fiduciary duties owed by the Owner Trustee to the Certificateholders.  However, in no event shall the Owner Trustee be deemed to owe any fiduciary duties to the Servicer.
 
Section 7.02          Furnishing of Documents.  The Owner Trustee shall furnish to the Certificateholders, promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents.
 
Section 7.03          Representations and Warranties.  The Owner Trustee hereby represents and warrants to the Depositor, for the benefit of the Certificateholders, that:
 
(a)           It is a banking corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware.  It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement.
 
(b)           It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf.
 
(2011-A Amended and Restated Trust Agreement)
25
 
(c)           Neither the execution or the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby, nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound.
 
 
Section 7.04          Reliance; Advice of Counsel.
 
(a)           The Owner Trustee shall incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond, or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter, and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.
 
(b)           In the exercise or administration of the trust hereunder and in the performance of its duties and obligations under this Agreement or the Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons to be selected with reasonable care and employed by it.  The Owner Trustee shall not be liable for anything done, suffered or omitted reasonably and in good faith by it in accordance with the opinion or advice of any such counsel, accountants or other such Persons.
 
Section 7.05          Not Acting in Individual Capacity.  Except as provided in this Article 7, in accepting the trust hereby created, Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Trust Estate for payment or satisfaction thereof.
 
(2011-A Amended and Restated Trust Agreement)
26
 
Section 7.06          Owner Trustee Not Liable for Trust Certificates or for Receivables.  The recitals contained herein and in the Trust Certificates (other than the signature and countersignature of the Owner Trustee on the Trust Certificates) shall be taken as the statements of the Depositor, and the Owner Trustee assumes no responsibility for the correctness thereof.  Except as set forth in Section 7.03, the Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, of any Basic Document or of the Trust Certificates (other than the signature and authentication of the Owner Trustee on the Trust Certificates) or the Notes, or of any Receivable or related documents.  The Owner Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Receivable or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to the Certificateholders under this Agreement or the Noteholders under the Indenture, including, without limitation:  (a) the existence, condition and ownership of any Financed Vehicle; (b) the existence and enforceability of any insurance thereon; (c) the existence and contents of any Receivable on any computer or other record thereof; (d) the validity of the assignment of any Receivable to the Trust or of any intervening assignment; (e) the completeness of any Receivable; (f) the performance or enforcement of any Receivable; and (g) the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation, or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.
 
Section 7.07          Owner Trustee May Own Trust Certificates and Notes.  The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee.
 
Section 7.08          Doing Business in Other Jurisdictions.  Notwithstanding anything contained herein to the contrary, neither Wilmington Trust Company nor the Owner Trustee shall be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (a) require the consent or approval or authorization or order of, or the giving of notice to, or the registration with, or the taking of any other action required by, any state or other governmental authority or agency of any jurisdiction other than the State of Delaware; (b) result in any fee, tax or other governmental charge under the laws of any jurisdiction or any political subdivisions thereof in existence on the date hereof other than the State of Delaware becoming payable by Wilmington Trust Company or the Owner Trustee; or (c) subject Wilmington Trust Company or the Owner Trustee to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by Wilmington Trust Company or the Owner Trustee, as the case may be, contemplated hereby.  The Owner Trustee shall be entitled to obtain advice of counsel (which advice shall be an expense of the Administrator under Section 8.01 of this Agreement) to determine whether any action required to be taken pursuant to the Agreement results in the consequences described in clauses (a), (b) and (c) of the preceding sentence.  In the event that said counsel advises the Owner Trustee that such action will result in such consequences, the Trust will appoint an additional trustee pursuant to Section 10.05 hereof to proceed with such action.
 
(2011-A Amended and Restated Trust Agreement)
27
 
Section 7.09          Paying Agent; Authenticating Agent.  The rights and protections afforded to the Owner Trustee pursuant to this Agreement, including without limitation Articles 7 and 8 hereof, shall also be afforded to the Paying Agent, Authenticating Agent and Certificate Registrar.
 
ARTICLE 8.
COMPENSATION OF OWNER TRUSTEE
 
Section 8.01          Owner Trustee’s Fees and Expenses.  The Administrator shall pay to the Owner Trustee as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Administrator and the Owner Trustee, and the Administrator shall reimburse the Owner Trustee for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder and under the Basic Documents.
 
Section 8.02          Indemnification.  The Administrator shall be liable as primary obligor for, and shall indemnify the Owner Trustee (including in its individual capacity) and its officers, directors, employees, successors, assigns, agents and servants (collectively, the “Indemnified Parties”) from and against, any and all liabilities, obligations, losses, damages, taxes (excluding any net income, profits, franchise or similar taxes on income earned by the Owner Trustee), claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may at any time be imposed on, incurred by, or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of an Indemnified Party hereunder, except only that the Administrator shall not be liable for or required to indemnify an Indemnified Party from and against Expenses arising or resulting from any of the matters described in the third sentence of Section 7.01.  The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement.  In the event of any claim, action or proceeding for which indemnity will be sought pursuant to this Section, the Indemnified Party’s choice of legal counsel shall be subject to the approval of the Administrator, which approval shall not be unreasonably withheld.
 
Section 8.03          Payments to the Owner Trustee.  Any amounts paid pursuant to this Article 8 may be paid as set forth in Section 4.16 and Section 5.05(b) of the Sale and Servicing Agreement and shall be deemed not to be a part of the Trust Estate immediately after such payment.
 
(2011-A Amended and Restated Trust Agreement)
28
 
ARTICLE 9.
TERMINATION OF TRUST AGREEMENT
 
Section 9.01          Termination of Trust Agreement.
 
(a)           This Agreement (other than Section 5.05 and Article 8) and the Trust shall terminate and be of no further force or effect upon the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with the terms of the Indenture, the Sale and Servicing Agreement and Article 5.  The bankruptcy, liquidation, dissolution, death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Trust or Trust Estate or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto.
 
(b)           Except as provided in Section 9.01(a), neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust.
 
(c)           Notice of any termination of the Trust, specifying the Payment Date upon which Certificateholders shall surrender their Trust Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to the Certificateholders mailed within five Business Days of receipt of notice of such termination from the Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement, stating (i) the Payment Date upon or with respect to which final payment of the Trust Certificates shall be made upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Payment Date is not applicable, payments being made only upon presentation and surrender of the Trust Certificates at the office of the Paying Agent therein specified.  The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to the Certificateholders.  Upon presentation and surrender of the Trust Certificates, the Paying Agent shall cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.
 
In the event that all of the Certificateholders shall not surrender their Trust Certificates for cancellation within six months after the date specified in the above mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Trust Certificates for cancellation and receive the final distribution with respect thereto.  If within one year after the second notice all the Trust Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Trust Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement.  Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws.
 
(2011-A Amended and Restated Trust Agreement)
29
 
(d)           Upon the winding up of the Trust and the written instructions of the Depositor, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810 of the Statutory Trust Act.  Thereupon the Trust and this Agreement (other than Article 8) shall terminate.
 
ARTICLE 10.
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
 
Section 10.01        Eligibility Requirements for Owner Trustee.  The Owner Trustee shall at all times be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Act; authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) time deposits that are rated at least A-1 by Standard & Poor’s and Prime-1 by Moody’s, or with respect to which the Rating Agency Condition has been satisfied.  If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02.
 
Section 10.02        Resignation or Removal of Owner Trustee.  The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator, the Indenture Trustee and the Rating Agencies.  Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee.  If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.
 
If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee.  If the Administrator shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee.
 
(2011-A Amended and Restated Trust Agreement)
30
 
Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee.  The Administrator shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency.
 
Section 10.03        Successor Owner Trustee.  Any successor Owner Trustee appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee.  The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations.
 
No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01.
 
Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the Rating Agencies.  If the Administrator shall fail to mail such notice within 10 days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator.
 
Any successor Owner Trustee appointed pursuant to this Section 10.03 shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.
 
Section 10.04        Merger or Consolidation of Owner Trustee.  Any Person into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such Person shall be eligible pursuant to Section 10.01; and provided further, that the Owner Trustee shall mail notice of such merger or consolidation to each Rating Agency; and provided further, that such successor Owner Trustee shall file an amendment to the Certificate of Trust as described in Section 10.03.
 
(2011-A Amended and Restated Trust Agreement)
31
 
Section 10.05        Appointment of Co-Trustee or Separate Trustee.  Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable.  If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment.  No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03.
 
Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
 
(a)           All rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;
 
(b)           No trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and
 
(c)           The Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee.
 
Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article 10.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator.
 
(2011-A Amended and Restated Trust Agreement)
32
 
Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee.
 
ARTICLE 11.
MISCELLANEOUS
 
Section 11.01        Supplements and Amendments.  This Agreement may be amended by the Depositor and the Owner Trustee, with prior written notice to each Rating Agency, without the consent of any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder.
 
This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice to each Rating Agency, with the consent of the Holders (as defined in the Indenture) of the Controlling Class of Notes evidencing not less than a majority of the Outstanding Amount of the Notes and the consent of the Holders of Trust Certificates evidencing not less than a majority of the Certificate Percentage Interests, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) reduce the interest rate or principal amount of any Note or Certificate or delay the Stated Maturity Date of any Note without the consent of the Holder of such Note or (b) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Percentage Interest required to consent to any such amendment, without the consent of the Holders of all then-outstanding Notes and Trust Certificates.
 
This Agreement may be amended by the Depositor and the Owner Trustee to modify the provisions of Section 2.03 to change the permitted purposes and powers of the Trust; provided, however, that (i) the Indenture Trustee shall receive an Opinion of Counsel stating that such amendment will not have a material adverse effect on any Noteholder and (ii) such amendment shall not, as evidenced by the satisfaction of the Rating Agency Condition with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder or Certificateholder.
 
Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder, the Indenture Trustee and each Rating Agency.
 
(2011-A Amended and Restated Trust Agreement)
33
 
It shall not be necessary for the consent of Certificateholders or Noteholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe.
 
Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State.
 
Prior to the execution of any amendment to this Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement.  The Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.
 
In connection with the execution of any amendment to this Agreement or any amendment of any other agreement to which the Trust is a party, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Trust or the Owner Trustee, as the case may be, have been satisfied.
 
Section 11.02        No Legal Title to Trust Estate in Certificateholders.  Neither the Depositor nor the Certificateholders shall have legal title to any part of the Trust Estate.  The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles 5 and 9.  No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.
 
Section 11.03        Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator and, to the extent expressly provided herein, the Indenture Trustee, the Servicer and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.
 
Section 11.04        Notices.
 
(a)           Unless otherwise expressly specified or permitted by the terms hereof, all notices shall be in writing and shall be deemed given upon receipt by the intended recipient or three Business Days after mailing if mailed by certified mail, postage prepaid (except that notice to the Owner Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if to the Owner Trustee, addressed to the Corporate Trust Office; if to the Depositor, addressed to 3161 Michelson Drive, Suite 1900, Irvine, CA 92612, Attention: Vice President, Finance, with a copy to General Counsel; or, as to each party, at such other address as shall be designated by such party in a written notice to each other party.  A copy of any such notice shall also be mailed to the Servicer, addressed to 3161 Michelson Drive, Suite 1900, Irvine, CA 92612, Attention: Vice President, Finance, with a copy to General Counsel.
 
(2011-A Amended and Restated Trust Agreement)
34
 
(b)           Any notice required or permitted to be given to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register.  Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not such Certificateholder receives such notice.
 
Section 11.05        Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
Section 11.06        Separate Counterparts.  This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.
 
Section 11.07        Successors and Assigns.  All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, each of the Depositor and its permitted assignees, the Owner Trustee and its successors and each Certificateholder and its successors and permitted assigns, all as herein provided.  Any request, notice, direction, consent, waiver or other instrument or action by a Certificateholder shall bind the successors and assigns of such Certificateholder.
 
Section 11.08        Covenants of the Depositor.  The Depositor will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the other Basic Documents.
 
Section 11.09        No Petition.  To the fullest extent permitted by applicable law, the Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Trust Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Depositor or the Trust or join in any institution against the Depositor or the Trust of, any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, this Agreement or any of the Basic Documents.
 
Section 11.10        No Recourse.
 
(a)           Each Certificateholder by accepting a Trust Certificate acknowledges that such Trust Certificate represents a beneficial interest in the Trust only and does not represent an interest in or an obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as may be expressly set forth or contemplated in this Agreement, the Trust Certificates or the Basic Documents.
 
(2011-A Amended and Restated Trust Agreement)
35
 
(b)           In furtherance of and not in derogation of the foregoing, to the extent the Depositor enters into other securitization transactions, each Certificateholder, by accepting a Trust Certificate, acknowledges and agrees that it shall have no right, title or interest in or to any assets or interests therein of the Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the agreements and provisions contained herein, a Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other Person owned by the Depositor, then each Certificateholder, by accepting a Trust Certificate, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and whether asserted against Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance.  The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Agreement.
 
Section 11.11        Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.
 
Section 11.12        GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
 
Section 11.13        [Reserved]
 
(2011-A Amended and Restated Trust Agreement)
36
 
Section 11.14        Sarbanes-Oxley.  Notwithstanding anything to the contrary herein or in any other document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the Trust, the Servicer, the Depositor or any other Person any filings, certificates, affidavits or other instruments required by the SEC or required under the Sarbanes-Oxley Act of 2002.  Notwithstanding any Person’s right to instruct the Owner Trustee, neither the Owner Trustee nor any agent, employee, director or officer of the Owner Trustee shall have any obligation to execute any certificates or other documents required by the SEC or required pursuant to the Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder, and the refusal to comply with any such instructions shall not constitute a default or breach under this Agreement or any other document in connection herewith.
 
ARTICLE 12.
COMPLIANCE WITH REGULATION AB
 
Section 12.01        Intent of the Parties; Reasonableness.  The Depositor and the Owner Trustee acknowledge and agree that the purpose of this Article 12 is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.  The Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission under the Securities Act and the Exchange Act.  The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB.  The Owner Trustee shall cooperate in good faith with any reasonable request by the Depositor for information regarding the Owner Trustee that is necessary or required, in the reasonable good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB.
 
Section 12.02        Additional Representations and Warranties of the Owner Trustee.
 
(a)           The Owner Trustee shall be deemed to represent and warrant to the Depositor as of the date hereof and on each date on which information is provided to the Depositor under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed in writing to the Depositor prior to such date:  (i) it is not aware and has not received notice that any default, early amortization or other performance triggering event has occurred as to any other securitization transaction due to any default of the Owner Trustee; (ii) there are no aspects of its financial condition that could have a material adverse effect on the performance by it of its trustee obligations under this Agreement or any other securitization transaction as to which it is a trustee; (iii) there are no material legal or governmental proceedings pending (or known to be contemplated) against it that would be material to Noteholders; (iv) there are no relationships or transactions (as described in Item 1119(b) of Regulation AB) relating to the Owner Trustee with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as each of such terms are used in Regulation AB) relating to the securitization transaction contemplated by this Trust Agreement, as identified in the prospectus supplement related to such securitization transaction (each, a “Transaction Party”) that are outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the securitization transaction contemplated by this Agreement, and that are material to the investors’ understanding of the Notes; and (v) the Owner Trustee is not an affiliate (as contemplated by Item 1119(a) of Regulation AB) of any Transaction Party.  The Depositor shall notify the Owner Trustee of any change in the identity of a Transaction Party after the Closing Date at least five (5) Business Days prior to January 31 of each calendar year.
(2011-A Amended and Restated Trust Agreement)
37
(b)           If so requested by the Depositor on any date following the Closing Date, the Owner Trustee shall, within five (5) Business Days following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide the pertinent facts, in writing, to the Depositor.  Any such request from the Depositor shall not be given more than once each calendar quarter, unless the Depositor shall have a reasonable basis for questioning the accuracy of any of the representations and warranties.
 
Section 12.03        Information to Be Provided by the Owner Trustee.
 
(a)           For so long as the Notes are outstanding, for the purpose of satisfying the Depositor’s reporting obligation under the Exchange Act with respect to the Notes, the Owner Trustee shall provide to the Depositor a written description of (i) the commencement of, a material development in or, if applicable, the termination of, any and all legal proceedings against the Owner Trustee or any and all proceedings of which any property of the Owner Trustee is the subject, that would be material to Noteholders; and (ii) any such proceedings known to be contemplated by governmental authorities that would be material to Noteholders.  The Owner Trustee shall also notify the Depositor, in writing, as promptly as practicable following notice to or discovery by a Responsible Officer of the Owner Trustee of any material changes to proceedings described in the preceding sentence.  In addition, the Owner Trustee will furnish to the Depositor, in writing, the necessary disclosure regarding the Owner Trustee describing such proceedings required to be disclosed under Item 1117 of Regulation AB, for inclusion in reports filed by or on behalf of the Depositor pursuant to the Exchange Act.  The Depositor will allow the Owner Trustee to review any disclosure relating to material litigation against the Owner Trustee prior to filing such disclosure with the Commission to the extent the Depositor changes the information provided by the Owner Trustee.  Any descriptions required with respect to legal proceedings, as well as updates to previously provided descriptions, under this Section 12.03(a) shall be given no later than five (5) Business Days prior to the Determination Date following the month in which the relevant event occurs.
 
(2011-A Amended and Restated Trust Agreement)
38
 
(1)           For so long as the Notes are outstanding, for the purpose of satisfying the Depositor’s reporting obligation under the Exchange Act with respect to the Notes, the Owner Trustee shall, no later than January 31 of each calendar year,  (i) provide to the Depositor such information regarding the Owner Trustee as is required for the purpose of compliance with Item 1119 of Regulation AB; provided, however, the Owner Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Owner Trustee to the Depositor; and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Owner Trustee of any changes to such information, provide to the Depositor, in writing, such updated information.  Such information shall include, at a minimum, a description of any affiliation between the Owner Trustee and any Transaction Party.
 
In addition, the Owner Trustee shall provide a description of whether there is, and if so the general character of, any business relationship, agreement, arrangement, transaction or understanding between the Owner Trustee and any Transaction Party that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s length transaction with an unrelated third party, apart from the securitization transaction contemplated by this Agreement, that currently exists or that existed during the past two years and that is material to an investor’s understanding of the Notes.
 
(b)           As of the related Payment Date with respect to each Report on Form 10-D with respect to the Notes filed by or on behalf of the Depositor, and as of March 15 preceding the date each Report on Form 10-K with respect to the Notes is filed, the Owner Trustee shall be deemed to represent and warrant that any information previously provided by the Owner Trustee under this Article 12 is materially correct and does not have any material omissions unless the Owner Trustee has provided an update to such information.
 
Section 12.04        Indemnification; Remedies.
 
(a)           The Owner Trustee shall indemnify the Depositor, each affiliate of the Depositor, and the respective present and former directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any claims, losses, liabilities (including penalties), actions, suits, judgments, demands, damages, costs and expenses (including reasonable fees and expenses of attorneys or, as necessary, consultants and auditors and reasonable costs of investigations) that any of them may sustain arising out of or based upon:
 
(1)           (A) any untrue statement of a material fact contained or alleged to be contained in any information, report, certification or other material provided under this Article 12 by or on behalf of the Owner Trustee (collectively, the “Owner Trustee Information”), or (B) the omission or alleged omission to state in the Owner Trustee Information a material fact required to be stated in the Owner Trustee Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
 
(2)           any failure by the Owner Trustee to deliver any information, report, certification or other material when and as required under this Article 12.
 
(2011-A Amended and Restated Trust Agreement)
39
 
(b)           In the case of any failure of performance described in clause (2) of Section 12.04(a), the Owner Trustee shall (i) promptly reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification or other material not delivered by the Owner Trustee as required and (ii) cooperate with the Depositor to mitigate any damages that may result from such failure.
 
(c)           The Depositor shall indemnify the Owner Trustee, each affiliate of the Owner Trustee and the respective present and former directors, officers, employees and agents of the Owner Trustee, and shall hold each of them harmless from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses that any of them may sustain arising out of or based upon (i) any untrue statement of a material fact contained or alleged to be contained in any information provided under this Agreement by or on behalf of the Depositor for inclusion in any report filed with Commission under the Exchange Act (collectively, the “Hyundai Information”), or (ii) the omission or alleged omission to state in the Hyundai Information a material fact required to be stated in the Hyundai Information or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that such untrue statement or omission or alleged omission does not result from or relate to (x) any information provided by the Owner Trustee pursuant to this Article 12 or (y) any breach of covenant, negligence or misconduct by the Owner Trustee.
 
(d)           Notwithstanding any provision in this Section 12.04 to the contrary, the parties agree that neither the Owner Trustee nor the Depositor shall be liable to the other for any consequential or punitive damages whatsoever, whether in contract, tort (including negligence and strict liability), or any other legal or equitable principle; provided, however, that such limitation shall not be applicable with respect to third party claims made against a party.
 
[SIGNATURE PAGES FOLLOW]

(2011-A Amended and Restated Trust Agreement)
 
40
 

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written.
 
 
HYUNDAI ABS FUNDING CORPORATION,
 
as Depositor
     
 
By:
/s/ Min Sok Randy Park
 
Name:
 Min Sok Randy Park
 
Title:
 Vice President and Secretary

(2011-A Amended and Restated Trust Agreement)
 
S-1
 

 
WILMINGTON TRUST COMPANY,
 
as Owner Trustee
     
 
By:
/s/ Jeanne M. Oller
 
Name:
 Jeanne M. Oller
 
Title:
 Assistant Vice President

(2011-A Amended and Restated Trust Agreement)
 
S-2
 
 
 
HYUNDAI CAPITAL AMERICA,
 
as Administrator
     
 
By:
/s/ Dae Kwon Ko
 
Name:
 Dae Kwon Ko
 
Title:
 Treasurer

(2011-A Amended and Restated Trust Agreement)
 
S-3
 

EXHIBIT A
 
FORM OF TRUST CERTIFICATE
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
ASSET BACKED TRUST CERTIFICATE
 
(This Trust Certificate does not represent an interest in or obligation of Hyundai ABS Funding Corporation or any of its Affiliates, except to the extent described below.)  (This Trust Certificate is subordinate to the Notes, as set forth in the Sale and Servicing Agreement)
 
THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.   THE HOLDER HEREOF, BY PURCHASING THIS TRUST CERTIFICATE,  AGREES THAT THIS TRUST CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A QUALIFIED INSTITUTIONAL BUYER ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE, (C) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (D) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS, IN WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR “BLUE SKY” LAWS OF ANY STATE OR JURISDICTION.  ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE TRUST CERTIFICATE FOR ALL PURPOSES.
 
(2011-A Amended and Restated Trust Agreement)
A-1
 
NO TRUST CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT OF (I) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A “PLAN” DESCRIBED IN SECTION 4975(e)(1), OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR A PLAN’S INVESTMENT IN THE ENTITY (EACH, A “BENEFIT PLAN INVESTOR”).  BY ACCEPTING AND HOLDING A TRUST CERTIFICATE, THE HOLDER THEREOF SHALL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A BENEFIT PLAN INVESTOR.
 
THIS CERTIFIES THAT Hyundai ABS Funding Corporation is the registered owner of a 100% Certificate Percentage Interest that is nonassessable, fully-paid, beneficial ownership interest in the assets of Hyundai Auto Receivables Trust 2011-A (the “Trust”) formed by Hyundai ABS Funding Corporation, a Delaware corporation (the “Depositor”).
 
The Trust is governed by a Amended and Restated Trust Agreement dated as of January 27, 2011 (the “Trust Agreement”), between the Depositor, Administrator and Wilmington Trust Company, as owner trustee (the “Owner Trustee”), a summary of certain of the pertinent provisions of which is set forth below.  To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Sale and Servicing Agreement among the Trust, the Depositor, Hyundai Capital America, as Seller and Servicer (the “Servicer”) and Citibank, N.A., as Indenture Trustee (“Indenture Trustee”), dated as of January 27, 2011 as the same may be amended or supplemented from time to time.
 
This Certificate is one of the duly authorized Trust Certificates designated as Hyundai Auto Receivables Trust 2011-A Asset Backed Trust Certificates (herein called the “Trust Certificates”).  Also issued under the Indenture dated as of January 27, 2011 between the Trust and the Indenture Trustee, are six classes of Notes, designated as 0.31830% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), 0.69% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), 1.16% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), 1.78% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”), 2.45% Asset Backed Notes, Class B (the “Class B Notes”), and 3.00% Asset Backed Notes, Class C (the “Class C Notes”, collectively with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”).  This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Trust Certificate by virtue of the acceptance hereof assents and by which such holder is bound.   Under the Trust Agreement, there will be distributed on the 15th day of each month (or, if such 15th day is not a Business Day, the next Business Day), commencing on March 15, 2011, to the Person in whose name this Trust Certificate is registered at the close of business on the last day of the preceding month, such Certificateholder’s Certificate Percentage Interest of any amounts available to be distributed to Certificateholders on such date.
 
(2011-A Amended and Restated Trust Agreement)
A-2
 
The holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as applicable.
 
It is the intent of the Depositor and the Certificateholders that, for purposes of federal income, state and local income and franchise tax, until the Trust Certificates are beneficially owned by more than one Person, the Trust will be disregarded as an entity separate from its owner.  At such time that the Trust Certificates are beneficially owned by more than one Person, it is the intent of the Depositor and the Certificateholders that, for purposes of federal income, state and local income and franchise tax, the Trust will be treated as a partnership, the assets of which are the assets held by the Trust, and the Certificateholders will be treated as partners in that partnership.  The Depositor and the Certificateholders, by acceptance of a Trust Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Trust as such for tax purposes.
 
Each Certificateholder, by its acceptance of a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Depositor, or join in or encourage any institution against the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificates, the Notes, the Trust Agreement or any of the Basic Documents.
 
Each Certificateholder by accepting a Trust Certificate acknowledges that such Certificateholder’s Trust Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of Depositor, the Servicer, Administrator, Seller, Owner Trustee, Indenture Trustee or any Affiliate thereof and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in the Trust Agreement, the Trust Certificates or the Basic Documents.   In furtherance of and not in derogation of the foregoing, each Certificateholder, by accepting a Trust Certificate, acknowledges and agrees that it shall have no right, title or interest in or to any assets or interests therein of the Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the agreements and provisions contained herein, a Certificateholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other Person owned by the Depositor, then each Certificateholder, by accepting a Trust Certificate, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and whether asserted against Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Certificateholder, by acceptance of a Trust Certificate, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance.  The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of the Trust Agreement.
 
(2011-A Amended and Restated Trust Agreement)
A-3
 
The Trust Certificates may not be acquired by or for the account of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in the entity (each, a “Benefit Plan Investor”).  By accepting and holding a Trust Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan Investor.
 
Unless the certificate of authentication hereon shall have been executed by an authorized officer of Owner Trustee, by manual signature, this Trust Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose.
 
THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

(2011-A Amended and Restated Trust Agreement)
 
A-4
 

IN WITNESS WHEREOF, Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Trust Certificate to be duly executed.
 
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
     
 
By:
WILMINGTON TRUST COMPANY,
   
not in its individual capacity,
   
but solely as Owner Trustee
       
Dated:_______________________
  
By:
  
   
Authorized Signatory

(2011-A Amended and Restated Trust Agreement)
 
A-5
 

OWNER TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Trust Certificates referred to in the within-mentioned Trust Agreement.
 
WILMINGTON TRUST COMPANY,
as Owner Trustee
   
By:
  
 
Name:
 
Title:
   
OR
   
CITIBANK, N.A.,
as Authenticating Agent for the Owner Trustee
   
By:
  
 
Name:
 
Title:

(2011-A Amended and Restated Trust Agreement)
 
A-6
 

ASSIGNMENT
 
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
 
______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
 
______________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)
 
the within Trust Certificate, and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________, attorney, to transfer said Trust Certificate on the books of the Certificate Registrar, with full power of substitution in the premises.
 
Dated:  ______________________
 
Signature Guaranteed:
 
______________________________________
 
NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Trust Certificate in every particular, without alteration, enlargement or any change whatever.  Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Amended and Restated Trust Agreement)
 
A-7
 

EXHIBIT B

[RESERVED]

(2011-A Amended and Restated Trust Agreement)
 
B-1
 

EXHIBIT C
 
FORM OF TRANSFEREE CERTIFICATE
 
[          ], 20__
 
Hyundai Auto Receivables Trust 2011-A,
as Issuer
c/o Wilmington Trust Company,
as Owner Trustee
 
Wilmington Trust Company,
as Owner Trustee
 
Ladies and Gentlemen:
 
In connection with our proposed purchase of [     ]% Certificate Percentage Interest Asset Backed Trust Certificates (the “Trust Certificates”) of Hyundai Auto Receivables Trust 2011-A (the “Issuer”), a trust formed by Hyundai ABS Funding Corporation (the “Depositor”), we confirm that:
 
a.           We are a “qualified institutional buyer” as defined in Rule 144A (“QIB”) and are acquiring the Trust Certificate for our own institutional account (and not for the account of others) or as a fiduciary or agent for others (which others also are QIBs).
 
b.           We acknowledge that the Trust Certificates have not been and will not be registered under the Securities Act or the securities laws of any jurisdiction.
 
c.           We are familiar with Rule 144A and are aware that the sale is being made in reliance on Rule 144A and we are not acquiring the Trust Certificates with a view to, or for resale in connection with, a distribution that would constitute a public offering within the meaning of the Securities Act or a violation of the Securities Act, and that, if in the future we decide to resell, assign, pledge or otherwise transfer any Trust Certificates, such Trust Certificates may be resold, assigned, pledged or transferred only (i) to the Depositor or any Affiliate thereof, (ii) so long as such Trust Certificate is eligible for resale pursuant to Rule 144A, to a person whom we reasonably believe after due inquiry is a QIB acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are QIBs) to whom notice is given that the resale, pledge, assignment or transfer is being made in reliance on Rule 144A, (iii) pursuant to an effective registration statement under the Securities Act or (iv) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case (A) the Owner Trustee will require that both the prospective transferor and the prospective transferee certify to the Owner Trustee and the Depositor in writing the facts surrounding such transfer, which certification shall be in form and substance satisfactory to the Owner Trustee and the Depositor and (B) the Owner Trustee will require a written opinion of counsel (which will not be at the expense of the Depositor or the Owner Trustee) satisfactory to the Depositor and the Owner Trustee to the effect that such transfer will not violate the Securities Act, in each case in accordance with any applicable securities or “Blue Sky” laws of any state of the United States;
 
(2011-A Amended and Restated Trust Agreement)
C-1
 
d.           We have neither acquired nor will we transfer any Trust Certificate we purchase (or any interest therein) or cause any such Trust Certificate (or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter-market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
 
e.           We either (A) are not, and will not become, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (or a disregarded entity of any of the foregoing) or (B) are such an entity, but none of the direct or indirect beneficial owners of any of the interests in us have allowed or caused, or will allow or cause, 50% or more (or, if the Owner Trustee has received an Opinion of Counsel in form and substance acceptable to the Depositor that the proposed transfer to such transferee will not cause the Trust to be treated as a publicly traded partnership within the meaning of Section 7704 of the Code,  such other percentage as the Owner Trustee may establish prior to the time of such proposed transfer) of the value of such interests in us to be attributable to our ownership of Trust Certificates.
 
f.           We (A) are acquiring the Trust Certificate for the account of [______] Persons and we will notify the Owner Trustee of any changes in the number of such Persons and (B) understand that any such change in the number of Persons for whose account a Trust Certificate is held shall require the written consent of the Owner Trustee, which consent shall be granted unless the Owner Trustee determines that such proposed change in number of Persons would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation.
 
g.           We understand that no subsequent transfer of the Trust Certificates is permitted unless (A) such transfer is of a Trust Certificate with a Certificate Percentage Interest of at least 5%, (B) we cause the proposed transferee to provide to the Owner Trustee and the Depositor a letter substantially in the form of this Exhibit C to the Trust Agreement or such other written statement as the Owner Trustee shall prescribe and (C) the Trust consents in writing to the proposed transfer, which consent shall be granted unless the Owner Trustee determines that such transfer would create a risk that the Trust would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation; provided, however, that any attempted transfer that would either cause the number of registered holders of Trust Certificates in the aggregate to exceed 100 or otherwise cause the Trust to become a publicly traded partnership for income tax purposes shall be a void transfer.
 
h.           We understand that the Opinion of Counsel to the Trust that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in paragraphs (d), (e), (f) and (g) above.
 
i.           We are a United States Person within the meaning of Section 7701(a)(30) of the Code.
 
(2011-A Amended and Restated Trust Agreement)
C-2
 
j.           No Trust Certificate will be acquired or held by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or (iii) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or a plan’s investment in the entity.  Each Person who acquires any Trust Certificate or interest therein will certify that the foregoing conditions are satisfied.
 
k.           We are aware that we (or any account for which we are purchasing) may be required to bear the economic risk of an investment in the Trust Certificates for an indefinite period, and we (or such account) are able to bear such risk for an indefinite period.
 
l.           We understand that the Trust Certificates will bear legends substantially as set forth in Section 3.12 of the Trust Agreement.
 
m.           If we are acquiring any Trust Certificates for the account of one or more QIB, we represent that we have sole investment discretion with respect to each such account and that we have full power to make the foregoing acknowledgments, representations and agreements on behalf of each such account.
 
n.           We acknowledge that the Owner Trustee, the Depositor, and their Affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgments, representations and agreements.
 
You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.
 
Very truly yours,
   
By:
  
 
Name:
 
Title:

(2011-A Amended and Restated Trust Agreement)
 
C-3
 

EXHIBIT D
 
FORM OF CERTIFICATE OF TRUST OF
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
This CERTIFICATE OF TRUST of HYUNDAI AUTO RECEIVABLES TRUST 2011-A (the “Trust”), is being duly executed and filed by WILMINGTON TRUST COMPANY, a Delaware banking corporation, as owner trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801 et seq.) (the “Act”).
 
1.           Name.  The name of the statutory trust formed hereby is HYUNDAI AUTO RECEIVABLES TRUST 2011-A.
 
2.           Delaware Trustee.  The name and business address of the trustee of the Trust in the State of Delaware is Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administrators.
 
3.           Effective Date.  This Certificate of Trust shall be effective upon filing with the Secretary of State.
 
IN WITNESS WHEREOF, the undersigned, being the sole owner trustee of the Trust, has executed this Certificate of Trust pursuant to Section 3811 (a) of the Act.
 
WILMINGTON TRUST COMPANY,
as owner trustee
   
By:
  
 
Name:
 
Title:

(2011-A Amended and Restated Trust Agreement)
 
D-1
 
EX-4.2 4 v209270_ex4-2.htm Unassociated Document
Exhibit 4.2
 
INDENTURE
 
between
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A,
as Issuer
 
and
 
CITIBANK, N.A.
as Indenture Trustee
 
Dated as of January 27, 2011
 
(2011-A Indenture)
 
 
 


   
Page
     
ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE
  
     
Section 1.01
Definition
2
     
Section 1.02
Rules of Construction
8
     
Section 1.03
Incorporation by Reference of Trust Indenture Act
9
     
ARTICLE II.
THE NOTES
  
     
Section 2.01
Form
9
     
Section 2.02
Execution, Authentication and Delivery
10
     
Section 2.03
Temporary Notes
10
     
Section 2.04
Registration; Registration of Transfer and Exchange
11
     
Section 2.05
[Reserved]
12
     
Section 2.06
Mutilated, Destroyed, Lost or Stolen Notes
12
     
Section 2.07
Persons Deemed Owners
13
     
Section 2.08
Payment of Principal and Interest; Defaulted Interest
13
     
Section 2.09
Cancellation
14
     
Section 2.10
Book-Entry Notes
15
     
Section 2.11
Notices to Clearing Agency
15
     
Section 2.12
Definitive Notes
16
     
Section 2.13
Tax Treatment
16
     
ARTICLE III.
COVENANTS
  
     
Section 3.01
Payment of Principal and Interest
16
     
Section 3.02
Maintenance of Office or Agency
17
     
Section 3.03
Money for Payments To Be Held in Trust
17
     
Section 3.04
Existence
18
     
Section 3.05
Protection of Trust Estate
18
     
Section 3.06
Opinions as to Trust Estate
19
     
Section 3.07
Performance of Obligations; Servicing of Receivables
19
     
Section 3.08
Negative Covenants
21
     
Section 3.09
Annual Statement as to Compliance
21
     
Section 3.10
Issuer May Consolidate, etc., Only on Certain Terms
21
     
Section 3.11
Successor or Transferee
23
 
(2011-A Indenture)
-i-
 
(continued)
 
   
Page
     
Section 3.12
No Other Business
23
     
Section 3.13
No Borrowing
23
     
Section 3.14
Compliance with Regulation AB
23
     
Section 3.15
Guarantees, Loans, Advances and Other Liabilities
24
     
Section 3.16
Capital Expenditures
24
     
Section 3.17
Removal of Administrator
24
     
Section 3.18
Restricted Payments
24
     
Section 3.19
Notice of Events of Default
24
     
Section 3.20
Further Instruments and Acts
24
     
ARTICLE IV.
SATISFACTION AND DISCHARGE
  
     
Section 4.01
Satisfaction and Discharge of Indenture
24
     
Section 4.02
Application of Trust Money
26
     
Section 4.03
Repayment of Moneys Held by Paying Agent
26
     
Section 4.04
Release of Collateral
26
     
ARTICLE V.
REMEDIES
  
     
Section 5.01
Events of Default
26
     
Section 5.02
Acceleration of Maturity; Rescission and Annulment
27
     
Section 5.03
Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
28
     
Section 5.04
Remedies; Priorities
30
     
Section 5.05
Optional Preservation of the Receivables
33
     
Section 5.06
Limitation of Suits
33
     
Section 5.07
Unconditional Rights of Noteholders To Receive Principal and Interest
34
     
Section 5.08
Restoration of Rights and Remedies
34
     
Section 5.09
Rights and Remedies Cumulative
34
     
Section 5.10
Delay or Omission Not a Waiver
35
     
Section 5.11
Control by the Controlling Class of Noteholders
35
     
Section 5.12
Waiver of Past Defaults
35
     
Section 5.13
Undertaking for Costs
36
     
Section 5.14
Waiver of Stay or Extension Laws
36
 
(2011-A Indenture)
-ii-
 
   
Page
     
Section 5.15
Action on Notes
36
     
Section 5.16
Performance and Enforcement of Certain Obligations
36
     
ARTICLE VI.
THE INDENTURE TRUSTEE
  
     
Section 6.01
Duties of Indenture Trustee
37
     
Section 6.02
Rights of Indenture Trustee
39
     
Section 6.03
Individual Rights of Indenture Trustee
40
     
Section 6.04
Indenture Trustee’s Disclaimer
40
     
Section 6.05
Notice of Defaults
40
     
Section 6.06
Reports by Indenture Trustee to Holders
40
     
Section 6.07
Compensation and Indemnity
40
     
Section 6.08
Replacement of Indenture Trustee
41
     
Section 6.09
Successor Indenture Trustee by Merger
42
     
Section 6.10
Appointment of Co-Indenture Trustee or Separate Indenture Trustee
42
     
Section 6.11
Eligibility; Disqualification
43
     
Section 6.12
[Reserved]
43
     
Section 6.13
Preferential Collection of Claims Against Issuer
43
     
Section 6.14
Waiver of Setoffs
44
     
ARTICLE VII.
NOTEHOLDERS’ LISTS AND REPORTS
  
     
Section 7.01
Note Registrar To Furnish Names and Address of Noteholders
44
     
Section 7.02
Preservation of Information; Communications to Noteholders
44
     
Section 7.03
Reports by Issuer
45
     
Section 7.04
Reports by Indenture Trustee
45
     
ARTICLE VIII.
ACCOUNTS, DISBURSEMENTS AND RELEASES
  
     
Section 8.01
Collection of Money
45
     
Section 8.02
Trust Accounts
46
     
Section 8.03
General Provisions Regarding Accounts
47
     
Section 8.04
Release of Trust Estate
48
     
Section 8.05
Opinion of Counsel
48
 
(2011-A Indenture)
-iii-
 
    
Page
     
ARTICLE IX.
SUPPLEMENTAL INDENTURES
  
     
Section 9.01
Supplemental Indentures Without Consent of Noteholders
48
     
Section 9.02
Supplemental Indentures with Consent of Noteholders
50
     
Section 9.03
Execution of Supplemental Indentures
51
     
Section 9.04
Effect of Supplemental Indenture
51
     
Section 9.05
Reference in Notes to Supplemental Indentures
51
     
Section 9.06
Conformity with Trust Indenture Act
51
     
ARTICLE X.
REDEMPTION OF NOTES
  
     
Section 10.01
Redemption
52
     
Section 10.02
Form of Redemption Notice
52
     
Section 10.03
Notes Payable on Redemption Date
52
     
ARTICLE XI.
MISCELLANEOUS
  
     
Section 11.01
Compliance Certificates and Opinions, etc
53
     
Section 11.02
Form of Documents Delivered to Indenture Trustee
54
     
Section 11.03
Acts of Noteholders
55
     
Section 11.04
Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
56
     
Section 11.05
Notices to Noteholders; Waiver
56
     
Section 11.06
Alternate Payment and Notice Provisions
57
     
Section 11.07
Effect of Headings and Table of Contents
57
     
Section 11.08
Successors and Assigns
57
     
Section 11.09
Separability
57
     
Section 11.10
Benefits of Indenture
57
     
Section 11.11
Legal Holidays
58
     
Section 11.12
GOVERNING LAW
58
     
Section 11.13
Counterparts
58
     
Section 11.14
Recording of Indenture
58
     
Section 11.15
Trust Obligation
58
     
Section 11.16
No Petition
59
     
Section 11.17
Inspection
59
     
Section 11.18
Conflict with Trust Indenture Act
60
     
Section 11.19
Limitation of Liability
60
     
Section 11.20
Representations and Warranties
60

(2011-A Indenture)
-iv-
 
 
EXHIBITS

SCHEDULE A
Schedule of Receivables
EXHIBIT A-1
Form of Class A-1 Note
EXHIBIT A-2
Form of Class A-2 Note
EXHIBIT A-3
Form of Class A-3 Note
EXHIBIT A-4
Form of Class A-4 Note
EXHIBIT B
Form of Class B Note
EXHIBIT C
Form of Class C Note
EXHIBIT D
Form of the Note Depository Agreement
 
(2011-A Indenture)
 
-v-
 
 
THIS INDENTURE, dated as of January 27, 2011 is between HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a Delaware statutory trust (the “Issuer”), and CITIBANK, N.A., a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”).
 
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 0.31830% Asset Backed Notes, Class A-1 (the “Class A-1 Notes”), 0.69% Asset Backed Notes, Class A-2 (the “Class A-2 Notes”), 1.16% Asset Backed Notes, Class A-3 (the “Class A-3 Notes”), 1.78% Asset Backed Notes, Class A-4 (the “Class A-4 Notes”), 2.45% Asset Backed Notes, Class B (the “Class B Notes”) and 3.00% Asset Backed Notes, Class C (the “Class C Notes,” and together with the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “Notes”):
 
GRANTING CLAUSE
 
The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest in and to (a) the Receivables listed on Schedule A and all moneys received thereon on or after the close of business on the Cutoff Date; (b) the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any Liquidation Proceeds and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any physical damage, credit, life or disability insurance policies covering Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including all investment earnings thereon); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Collateral”).
 
The foregoing Grant is made in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all as provided in this Indenture.
 
(2011-A Indenture)
 
The Indenture Trustee, on behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Holders of the Notes may be adequately and effectively protected.
  
ARTICLE I.
DEFINITIONS AND INCORPORATION BY REFERENCE
 
Section 1.01     Definition.  (a)  Except as otherwise specified herein or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Indenture.
 
“Act” has the meaning specified in Section 11.03(a).
 
“Administration Agreement” means the Owner Trust Administration Agreement, dated as of January 27, 2011 among the Administrator, the Issuer and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Administrator” means HCA, or any successor Administrator under the Administration Agreement.
 
“Affiliate” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
 
“Authorized Officer” means, with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Vice President or other senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the list of Authorized Officers delivered by the Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter).
 
“Book-Entry Notes” means a beneficial interest in the Notes, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.10.
 
“Business Day” shall have the meaning assigned thereto in the Sale and Servicing Agreement.
 
“Certificate of Trust” means the certificate of trust of the Issuer substantially in the form of Exhibit A to the Trust Agreement.
 
“Class A Notes” means collectively the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, as the context may require.
 
(2011-A Indenture)
2
 
 “Class A-1 Notes” means the 0.31830% Asset Backed Notes, Class A-1, substantially in the form of Exhibit A-1.
 
“Class A-1 Rate” means 0.31830% per annum, computed on the basis of the actual number of days elapsed in the related Interest Period.
 
“Class A-2 Notes” means the 0.69% Asset Backed Notes, Class A-2, substantially in the form of Exhibit A-2.
 
“Class A-2 Rate” means 0.69% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class A-3 Notes” means the 1.16% Asset Backed Notes, Class A-3, substantially in the form of Exhibit A-3.
 
“Class A-3 Rate” means 1.16% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class A-4 Notes” means the 1.78% Asset Backed Notes, Class A-4, substantially in the form of Exhibit A-4.
 
“Class A-4 Rate” means 1.78% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class B Notes” means the 2.45% Asset Backed Notes, Class B, substantially in the form of Exhibit B.
 
“Class B Rate” means 2.45% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class C Notes” means the 3.00% Asset Backed Notes, Class C, substantially in the form of Exhibit C.
 
“Class C Rate” means 3.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.
 
“Clearing Agency Participant” means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency.
 
“Closing Date” means January 27, 2011.
 
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.
 
“Collateral” has the meaning specified in the Granting Clause of this Indenture.
 
(2011-A Indenture)
3
 
“Controlling Class” means with respect to any Notes that are Outstanding, the Class A Notes (voting together as a single class) so long as any Class A Notes are Outstanding, then the Class B Notes so long as any Class B Notes are Outstanding and thereafter the Class C Notes so long as any Class C Notes are Outstanding.
 
“Corporate Trust Office” means the principal office of the Indenture Trustee at which at any particular time its corporate trust business is administered, which office at the date of execution of this Agreement is located at (a) solely for the purposes of the transfer, surrender or exchange of Notes, 111 Wall Street, 15th Floor Window, New York, New York 10005, Attention: Global Transaction Services- Hyundai Auto Receivables Trust 2011-A and (b) for all other purposes 388 Greenwich Street, 14th Floor, New York, New York 10013, facsimile number (212) 816-5527; or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders and the Issuer, or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders and the Issuer.
 
“Default” means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default.
 
“Definitive Notes” has the meaning specified in Section 2.10.
 
“Depositor” means Hyundai ABS Funding Corporation, a Delaware corporation, its successors and assigns.
 
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
 
“Event of Default” has the meaning specified in Section 5.01.
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“Executive Officer” means, with respect to any corporation, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, any Executive Vice President, any Senior Vice President, any Vice President, the Secretary, the Controller or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.
 
“Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and a right of set-off against, deposit, set over and confirm pursuant to this Indenture.  A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto.
 
“HCA” means Hyundai Capital America, a California corporation, and its successors.
 
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“Holder” or “Noteholder” means a Person in whose name a Note is registered on the Note Register.
 
“Indenture Trustee” means Citibank, N.A., a national banking association, not in its individual capacity, but as Indenture Trustee under this Indenture, or any successor Indenture Trustee under this Indenture.
 
“Independent” means, when used with respect to any specified Person, that such Person (a) is in fact independent of the Issuer, any other obligor on the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller, the Servicer, the Depositor or any Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.
 
“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of “Independent” in this Indenture and that the signer is Independent within the meaning thereof.
 
“Interest Rate” means the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate or the Class C Rate, as the context may require.
 
“Issuer” means Hyundai Auto Receivables Trust 2011-A until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes.
 
“Issuer Order” or “Issuer Request” means a written order or request signed in the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture Trustee.
 
“Note” means a Class A Note, a Class B Note and a Class C Note, as the context may require.
 
“Note Depository Agreement” means the agreement dated January 27, 2011 between the Issuer and The Depository Trust Company, relating to the Notes, substantially in the form of Exhibit D.
 
“Note Owner” means, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency).
 
“Note Register” and “Note Registrar” have the respective meanings specified in Section 2.04.
 
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“Officer’s Certificate” means a certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, and delivered to the Indenture Trustee.  Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.
 
“Opinion of Counsel” means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be an employee of or counsel to the Issuer, the Seller or the Servicer, and who shall be reasonably satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the Indenture Trustee, shall comply with any applicable requirements of Section 11.01 and shall be in form and substance satisfactory to the Indenture Trustee.
 
“Other Assets” has the meaning specified in Section 11.15(b).
 
“Outstanding” means, as of any date of determination, all Notes theretofore authenticated and delivered under this Indenture except:
 
                       (a)    Notes theretofore cancelled by the Note Registrar or delivered to the Note Registrar for cancellation;
 
                      (b)    Notes or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision for such notice has been made, satisfactory to the Indenture Trustee); and
 
                      (c)     Notes exchanged for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser;
 
provided, however, that in determining whether the Holders of the requisite Outstanding Amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor on the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Officer of the Indenture Trustee knows to be so owned shall be so disregarded.  Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Notes and that the pledgee is not the Issuer, any other obligor on the Notes, the Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing Persons.
 
“Outstanding Amount” means, as of any date of determination and as to any Notes, the aggregate principal amount of such Notes Outstanding as of such date of determination.
 
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“Owner Trustee” means Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee under the Trust Agreement, or any successor Owner Trustee under the Trust Agreement.
 
“Paying Agent” means the Indenture Trustee or any other Person that meets the eligibility standards for the Indenture Trustee specified in Section 6.11 and is authorized by the Issuer to make payments to and distributions from the Collection Account and the Reserve Account, including payments of principal of or interest on the Notes on behalf of the Issuer.
 
“Payment Date” means the 15th day of each month, or if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
“Person” means any individual, corporation, estate, partnership, limited liability company, joint venture, association, joint stock company, trust or business trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.
 
“Predecessor Note” means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.06 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.
 
“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.
 
“Record Date” means, with respect to a Payment Date or Redemption Date, the close of business on the Business Day immediately preceding such Payment Date or Redemption Date; or, if Definitive Notes have been issued, the last day of the calendar month preceding such Payment Date or Redemption Date.
 
“Redemption Date” means, as the context requires, in the case of a redemption of the Notes pursuant to Section 10.01, the Payment Date specified by the Servicer or the Issuer pursuant to Section 10.01.
 
“Redemption Price” means in the case of a redemption of the Notes pursuant to Section 10.01, an amount equal to the unpaid principal amount of the Notes redeemed plus accrued and unpaid interest thereon at the Interest Rate for each Note being so redeemed to but excluding the Redemption Date.
 
“Registered Holder” means the Person in whose name a Note is registered on the Note Register on the applicable Record Date.
 
“Responsible Officer” means, with respect to the Indenture Trustee or Owner Trustee, as applicable, any officer within the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of the Indenture Trustee or the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Basic Documents.
 
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“Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of January 27, 2011, among the Issuer, the Depositor, HCA, as Seller and Servicer, and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Schedule of Receivables” means the list of Receivables set forth in Schedule A (which Schedule may be in the form of microfiche).
 
“Securities Act” means the Securities Act of 1933, as amended.
 
“Seller” means HCA in its capacity as seller under the Receivables Purchase Agreement and the Sale and Servicing Agreement, and its successor in interest.
 
“Servicer” means HCA, in its capacity as servicer under the Sale and Servicing Agreement, and any Successor Servicer thereunder.
 
“State” means any one of the 50 states of the United States of America, or the District of Columbia.
 
“Successor Servicer” has the meaning specified in Section 3.07(f).
 
“Trust Accounts” has the meaning set forth in the Sale and Servicing Agreement.
 
“Trust Estate” means all money, instruments, rights and other property that are subject or intended to be subject to the lien and security interest of this Indenture for the benefit of the Noteholders (including, without limitation, all property and interests Granted to the Indenture Trustee), including all proceeds thereof.
 
“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force on the date hereof, unless otherwise specifically provided.
 
“UCC” means, unless the context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.
 
                       (a)      Except as otherwise specified herein or as the context may otherwise require, capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement.
 
Section 1.02     Rules of Construction.  Unless the context otherwise requires:
 
(a)           a term has the meaning assigned to it;
 
(b)           an accounting term not otherwise defined has the meaning assigned to it in accordance with generally accepted accounting principles as in effect from time to time;
 
(c)           “or” is not exclusive;
 
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(d)           “including” means including without limitation;
 
(e)           definitions are applicable to the singular and plural forms of such terms and to the masculine, feminine and neuter genders of such terms; and
 
(f)           any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.
 
Section 1.03     Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:
 
“Commission” means the Securities and Exchange Commission.
 
“indenture securities” means the Notes.
 
“indenture security holder” means a Noteholder.
 
“indenture to be qualified” means this Indenture.
 
“indenture trustee” or “institutional trustee” means the Indenture Trustee.
 
“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.
 
All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions.
 
ARTICLE II.
THE NOTES
 
Section 2.01     Form.  The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, in each case together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing the Notes, as evidenced by their execution of the Notes.  Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note.
 
The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.
 
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Each Note shall be dated the date of its authentication.  The terms of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C are part of the terms of this Indenture.
 
Section 2.02     Execution, Authentication and Delivery.  The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers.  The signature of any such Authorized Officer on the Notes may be manual or facsimile.
 
Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.
 
The Indenture Trustee shall upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $228,000,000, Class A-2 Notes for original issue in an aggregate principal amount of $263,000,000, Class A-3 Notes for original issue in an aggregate principal amount of $247,000,000, Class A-4 Notes for original issue in an aggregate principal amount of $116,600,000, Class B Notes for original issue in an aggregate principal amount of $34,030,000 and Class C Notes for original issue in an aggregate principal amount of $32,150,000. The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, the Class B Notes and the Class C Notes outstanding at any time may not exceed such respective amounts except as provided in Section 2.06.
 
The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of each class which may be issued in a denomination other than an integral multiple of $1,000).
 
No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.
 
Section 2.03     Temporary Notes.  Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes.
 
If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay.  After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.
 
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Section 2.04     Registration; Registration of Transfer and Exchange.  The Issuer shall cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes.  The Indenture Trustee initially shall be the “Note Registrar” for the purpose of registering Notes and transfers of Notes as herein provided.  Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.  If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes.
 
Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount.
 
At the option of the Holder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer shall execute, and the Indenture Trustee, without having to verify that the requirements of Section 8-401(a) have been met, shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes that the Noteholder making the exchange is entitled to receive.
 
All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.   Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.
 
No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.05 not involving any transfer.
 
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The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to the Note.
 
Any Notes retained by the Issuer or a Person that is considered the same person as the Issuer for United States federal income tax purposes may not be transferred to another Person (other than a Person that is considered the same person as the Issuer for United States federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture Trustee at such time stating that either (x) such Notes will be debt for United States federal income tax purposes or (y) that the sale of such Notes to a Person unrelated to the Issuer or Depositor will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.  With respect to any transfer for which the Opinion of Counsel provided pursuant to the preceding sentence is as described in clause (y), the sale or transfer of such Notes must be to a Person who is a United States Person (within the meaning of the Code).  In addition, if for tax or other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator to do the same.
 
No Note, or any interest therein, may be purchased by or transferred to an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan” described in Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code , any entity that is deemed to hold “plan assets” of any of the foregoing by reason of an employee benefit plan’s or other plan’s investment in such entity, or any governmental, non-U.S. or church plan subject to applicable law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, unless such purchaser or transferee represents, warrants and covenants that its purchase and holding of such Note, throughout the period that it holds such Note, is and will be, eligible for relief under Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code; Department of Labor prohibited transaction class exemption (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 or another applicable prohibited transaction exemption (or in the case of a governmental, non-U.S. or church plan, subject to law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, a similar type of exemption or other applicable relief).  By its acquisition of a Note in book-entry form or any interest therein, each transferee will be deemed to have represented, warranted and covenanted that it satisfies the foregoing requirements and the Indenture Trustee may rely conclusively on the same for purposes hereof.
 
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.
 
Section 2.05     [Reserved].
 
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Section 2.06     Mutilated, Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon an Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.  If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.
 
Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees, expenses and indemnities of the Indenture Trustee) connected therewith.
 
Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.
 
The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
 
Section 2.07     Persons Deemed Owners.  Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.
 
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Section 2.08     Payment of Principal and Interest; Defaulted Interest.
 
(a)           The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively, and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01.  Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by check mailed first-class postage prepaid to such Person’s address as it appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12, with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee, if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01) shall be payable as provided in paragraph (b) below.  The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03.
 
(b)           The principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms of the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C.  Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class.  All principal payments on each Class of Notes shall be made pro rata to the Noteholders of the related Class entitled thereto.  Upon written notice thereof, the Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects the final installment of principal of and interest on such Note to be paid.  Such notice shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment.  Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02.
 
(c)           If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Payment Date.
 
Section 2.09     Cancellation.  All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.
 
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Section 2.10     Book-Entry Notes.  The Notes, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer.  The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12.  Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
 
(a)           the provisions of this Section shall be in full force and effect;
 
(b)           the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;
 
(c)           to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control;
 
(d)           the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement.  Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
 
(e)           whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
 
Section 2.11     Notices to Clearing Agency.  Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation to such Note Owners.
 
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Section 2.12     Definitive Notes.  If (a) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Notes and the Administrator is unable to locate a qualified successor or (b) after the occurrence of an Event of Default or a Servicer Termination Event, Owners of the Book-Entry Notes representing beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners, the Administrator and the Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes to Note Owners requesting the same.  Upon surrender to the Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing Agency.  None of the Issuer, the Note Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions.  Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.
 
Section 2.13     Tax Treatment.  The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes (other than Notes, if any, retained by the Issuer or a Person considered to be the same person as the Issuer for United States federal income tax purposes) will be characterized as indebtedness secured by the Trust Estate.  The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes (other than Notes, if any, retained by the Issuer or a Person considered to be the same person as the Issuer for United States federal income tax purposes) for such purposes as indebtedness.
 
ARTICLE III.
COVENANTS
 
Section 3.01     Payment of Principal and Interest.  The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture.  Without limiting the foregoing, subject to Section 8.02(c), on each Payment Date, the Issuer will cause to be distributed all amounts deposited in the Collection Account which represent Available Amounts for such Payment Date pursuant to the Sale and Servicing Agreement (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (b) for the benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (c) for the benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (d) for the benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (d) for the benefit of the Class B Notes, to the Class B Noteholders and (e) for the benefit of the Class C Notes, to the Class C Noteholders.  Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.
 
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Section 3.02     Maintenance of Office or Agency.  The Issuer will maintain in the Borough of Manhattan, The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served.  Such office will initially be located at (a) solely for the purposes of the transfer, surrender or exchange of Notes, Citibank, N.A., 111 Wall Street, 15th Floor Window, New York, New York 10005, Attention: Structured Finance Agency and Trust - - Hyundai Auto Receivables Trust 2011-A and (b) for all other purposes Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Global Transaction Services - Hyundai Auto Receivables Trust 2011-A.  The Issuer will give prompt written notice to the Indenture Trustee of the location, and of any change in the location, of any such office or agency.  If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.
 
Section 3.03     Money for Payments To Be Held in Trust.  All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided in this Section.
 
On or before the Business Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Collection Account an aggregate sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act.
 
The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will:
 
(a)           hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided;
 
(b)           give the Indenture Trustee notice of any default by the Issuer (or any other obligor on the Notes) of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;
 
(c)           at any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held in trust by such Paying Agent;
 
(d)           immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and
 
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(e)           comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon (including retaining any Internal Revenue Service forms or certifications establishing exemption therefrom as required by law) and with respect to any applicable reporting requirements in connection with any payments made by it on any Notes and any withholding of taxes therefrom.
 
The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.
 
Subject to applicable laws with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust and be paid upon Issuer Request to the Issuer; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.  The Indenture Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Holder).
 
Section 3.04     Existence.  Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Trust Estate.
 
Section 3.05     Protection of Trust Estate.  The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary or advisable to:
 
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(a)           maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;
 
(b)           perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture;
 
(c)           enforce any of the Collateral; or
 
(d)           preserve and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims of all persons and parties.
 
The Issuer hereby designates the Indenture Trustee, as its agent and attorney-in-fact, to execute upon an Issuer Order any financing statement, continuation statement or other instrument required to be executed pursuant to this Section 3.05.
 
Section 3.06     Opinions as to Trust Estate.
 
(a)           On the Closing Date, the Issuer shall cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto, and any other requisite documents, and with respect to the filing of any financing statements and continuation statements, as are necessary to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that, in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.
 
(b)           On or before April 30 in each calendar year, beginning in 2011, the Issuer shall furnish or cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security interest created by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to maintain such lien and security interest.  Such Opinion of Counsel shall also describe the recording, filing, re-recording and refiling of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and security interest of this Indenture until April 30 in the following calendar year.
 
Section 3.07     Performance of Obligations; Servicing of Receivables.
 
(a)           The Issuer will not take any action and will use its reasonable best efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other instrument or agreement.
 
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(b)           The Issuer may contract with other Persons with notification to the Rating Agencies to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer.  Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture.
 
(c)           The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance with and within the time periods provided for herein and therein.  Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of either the Indenture Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes.
 
(d)           If the Issuer shall have knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect to such default.
 
(e)           [Reserved].
 
(f)           Upon any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee thereof.  As soon as a successor servicer (a “Successor Servicer”) is appointed, the Issuer shall notify the Indenture Trustee in writing of such appointment, specifying in such notice the name and address of such Successor Servicer.
 
(g)           Without limitation of the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) except to the extent otherwise provided in any Basic Documents, that it will not, without the prior written consent of the Indenture Trustee acting at the direction of the Holders of at least a majority in Outstanding Amount of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) reduce the interest rate or principal amount of any Note or delay the Stated Maturity Date of any Note without the consent of the Holder of such Note (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Holders of all Outstanding Notes.  If the Indenture Trustee acting at the direction of such Holders agrees to any such amendment, modification, supplement or waiver, the Indenture Trustee agrees, promptly following a request by the Issuer to do so, to execute and deliver, at the Issuer’s own expense, such agreements, instruments, consents and other documents as the Issuer may deem necessary or appropriate in the circumstances.
 
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Section 3.08     Negative Covenants.  So long as any Notes are Outstanding, the Issuer shall not:
 
(a)           except to the extent as expressly permitted by this Indenture or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture Trustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement;
 
(b)           claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon any part of the Trust Estate; or
 
(c)           (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission of the related Obligor) or (iii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics’ or other lien) security interest in the Trust Estate.
 
Section 3.09     Annual Statement as to Compliance.  The Issuer will deliver to the Indenture Trustee and the Rating Agencies, within 120 days after the end of each fiscal year of the Issuer (commencing with the calendar year of 2011), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:
 
(a)           a review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized Officer’s supervision; and
 
(b)           to the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year or, if there has been a default in its compliance with any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof.
 
Section 3.10     Issuer May Consolidate, etc., Only on Certain Terms.
 
(a)           The Issuer shall not consolidate or merge with or into any other Person, unless:
 
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(i)           the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein;
 
(ii)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
 
(iii)           the Rating Agency Condition shall have been satisfied with respect to such transaction;
 
(iv)           the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequences to the Issuer, any Noteholder or any Certificateholder;
 
(v)           any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and
 
(vi)           the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act) in all material respects.
 
(b)           The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless:
 
(i)           the Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or, if a group of Persons, one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;
 
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(ii)           immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;
 
(iii)           the Rating Agency Condition shall have been satisfied with respect to such transaction;
 
(iv)           the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequences to the Issuer, any Noteholder or any Certificateholder;
 
(v)           any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and
 
(vi)           the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act) in all material respects.
 
Section 3.11     Successor or Transferee.
 
(a)           Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein.
 
(b)           Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b), Hyundai Auto Receivables Trust 2011-A will be released from every covenant and agreement of this Indenture to be observed by or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that Hyundai Auto Receivables Trust 2011-A is to be so released.
 
Section 3.12     No Other Business.  The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the Basic Documents and any activities incidental thereto.
 
Section 3.13     No Borrowing.  The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness except for the Notes.
 
Section 3.14     Compliance with Regulation AB.  For so long as the Issuer is subject to the reporting requirements under the Exchange Act, the Issuer agrees to perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A to the Sale and Servicing Agreement and makes the representations and warranties therein applicable to it.
 
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Section 3.15     Guarantees, Loans, Advances and Other Liabilities.  Except as contemplated by the Trust Agreement, the Sale and Servicing Agreement or this Indenture, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any Person.
 
Section 3.16     Capital Expenditures.  The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).
 
Section 3.17     Removal of Administrator.  So long as any Notes are Outstanding, the Issuer shall not remove the Administrator unless the Rating Agency Condition shall have been satisfied in connection with such removal and the Indenture Trustee receives written notice of the foregoing and consents thereto.
 
Section 3.18     Restricted Payments.  Except with respect to the proceeds from issuance of the Notes, the Issuer shall not, directly or indirectly, (a) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer, (b) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, distributions as contemplated by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement, this Indenture or the Trust Agreement.  The Issuer will not, directly or indirectly, make payments to or distributions from the Trust Accounts except in accordance with this Indenture and the Basic Documents.
 
Section 3.19     Notice of Events of Default.  The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder, and of each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement and on the part of the Seller or the Depositor of its obligations under the Receivables Purchase Agreement.
 
Section 3.20     Further Instruments and Acts.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.
 
ARTICLE IV.
SATISFACTION AND DISCHARGE
 
Section 4.01     Satisfaction and Discharge of Indenture.  This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16 and 3.18, (e) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when
 
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(i)           either:
 
(A)           all Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.06 and (2) Notes for the payment of which money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03), have been delivered to the Indenture Trustee for cancellation; or
 
(B)           all Notes not theretofore delivered to the Indenture Trustee for cancellation
 
(1)           have become due and payable,
 
(2)           will become due and payable, as of June 15, 2017, within one year of such date or
 
(3)           are to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in the name, and at the expense, of the Issuer;
 
and the Issuer, in the case of a, b, or c above, has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations guaranteed by the United States of America (that will mature prior to the date such amounts are payable), in trust for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation when due to the applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant to Section 10.01), as the case may be;
 
(ii)           the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees, reimbursements, indemnities and expenses due to the Indenture Trustee; and
 
(iii)           the Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.
 
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Section 4.02     Application of Trust Money.  All moneys deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust and applied by it in accordance with the provisions of the Notes and this Indenture to the payment, either directly or through any Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such moneys need not be segregated from other funds except to the extent required herein, in the Sale and Servicing Agreement or by law.
 
Section 4.03     Repayment of Moneys Held by Paying Agent.  In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes shall, upon written demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03; and thereupon, such Paying Agent shall be released from all further liability with respect to such moneys.
 
Section 4.04     Release of Collateral.  Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.
 
ARTICLE V.
REMEDIES
 
Section 5.01     Events of Default.  “Event of Default”, wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):
 
(a)           default in the payment of any interest on any Controlling Class of Note when the same becomes due and payable, and such default shall continue for a period of thirty-five (35) days;
 
(b)           default in the payment of the principal of or any installment of the principal of any Note on its related Stated Maturity Date;
 
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(c)           default in the observance or performance of any representation, warranty, covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with) or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of sixty (60) days (extendable to ninety (90) days if breach is of the type that can be cured within 90 days) after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Class of Notes, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a notice of Default hereunder;
 
(d)           the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the ordering of the winding-up or liquidation of the Issuer’s affairs, and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or
 
(e)           the commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or the consent by the Issuer to the appointment of or taking of possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any action by the Issuer in furtherance of any of the foregoing.
 
The Issuer shall promptly deliver to the Indenture Trustee written notice in the form of an Officer’s Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under clause (c), its status and what action the Issuer is taking or proposes to take with respect thereto.
 
Section 5.02     Acceleration of Maturity; Rescission and Annulment.
 
(a)           If an Event of Default shall occur and be continuing, then and in every such case the Indenture Trustee may, or the Indenture Trustee if so directed in writing by the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, declare all the Notes to be then immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given by Noteholders), and upon any such declaration the Outstanding Amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, shall become immediately due and payable.
 
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(b)           If an Event of Default under this Indenture shall have occurred, the Indenture Trustee may, or if so requested in writing by Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Class of Notes, shall, declare by written notice to the Issuer all of the Notes to be immediately due and payable, and upon any such declaration, the Outstanding Amount of the Notes, together with accrued interest thereon through the date of acceleration, shall become immediately due and payable as provided in the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C.  Notwithstanding anything to the contrary in this paragraph (b), if an Event of Default specified in clauses (d) or (e) of Section 5.01 shall have occurred and be continuing the Notes shall become immediately due and payable at par, together with accrued interest thereon.
 
(c)           At any time after such declaration of acceleration of maturity has been made, the Holders of Notes representing a majority of the Outstanding Amount of the Controlling Class of the Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:
 
(i)           the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:
 
(A)           all payments of principal of and interest on the Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and
 
(B)           all sums paid by the Indenture Trustee hereunder and the reasonable compensation, indemnity, reimbursement, expenses and disbursements of the Indenture Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Owner Trustee and its agents and counsel; and
 
(ii)           all Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.
 
No such rescission shall affect any subsequent default or impair any right consequent thereto.
 
Section 5.03     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.
 
(a)           The Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable, and such default continues for a period of thirty-five (35) days or, (ii) default is made in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the entire amount then due and payable on such Notes in respect of principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at the related Interest Rate and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses and disbursements of the Indenture Trustee and its agents and counsel.
 
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(b)           In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor on such Notes and collect in the manner provided by law out of the Trust Estate or the property of any other obligor on such Notes, wherever situated, the moneys adjudged or decreed to be payable.
 
(c)           If an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04, or shall, at the directions of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes, proceed to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the Indenture Trustee at the direction of the Holders of at least a majority of the Outstanding Amount of the Controlling Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.
 
(d)           In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:
 
(i)           to file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;
 
(ii)           unless prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;
 
(iii)           to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and
 
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(iv)           to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property;
 
and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.
 
(e)           Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.
 
(f)           All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.
 
(g)           In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Noteholder a party to any such Proceedings.
 
Section 5.04     Remedies; Priorities.
 
(a)           If an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05):
 
(i)           institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor on such Notes moneys adjudged due;
 
(ii)           institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;
 
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(iii)          exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Holders of the Notes; and
 
(iv)          sell the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by law;
 
provided that Indenture Trustee may not sell or otherwise liquidate the Trust Estate following an Event of Default unless:
 
(A)         the Event of Default is of the type described in Section 5.01(a) or (b); or
 
(B)         with respect to an Event of Default described in Section 5.01(c):
 
(1)          the Noteholders of all Outstanding Notes and the Certificateholders of all outstanding Certificates consent thereto; or
 
(2)          the proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and outstanding Certificates.
 
(C)         with respect to any Event of Default described in Section 5.01 (d) and (e):
 
(1)          the Noteholders of Notes evidencing 100% of the principal amount of the Controlling Class consent thereto; or
 
(2)          the proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes; or
 
(3)          the Indenture Trustee
 
(x)           determines (but shall have no obligation to make such determination) that the Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable; and
 
(y)           the Indenture Trustee obtains the consent of Noteholders of Notes evidencing not less than 66 2/3% of the principal amount of the Controlling Class.
 
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In determining such sufficiency or insufficiency with respect to clause 5.04(a)(iv)(B)(2) and 5.04(a)(iv)(C)(2) or 5.04(a)(iv)(C)(3)(x) above, Indenture Trustee may, but need not, obtain at the Issuer’s expense, and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.
 
(b)           (i)           Notwithstanding the provisions of Section 8.02, following the occurrence and during the continuation of an Event of Default specified in Section 5.01(a), 5.01(b), 5.01(d) or 5.01(e) which has resulted in an acceleration of the Notes (or following the occurrence of any such event after an Event of Default specified in Section 5.01(c) has occurred and the Trust Estate has been liquidated), if the Indenture Trustee collects any money or property, it shall pay out such money or property (and other amounts including amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders, net of liquidation costs associated with the sale of the Trust Estate, in the following order:
 
FIRST:  to the Indenture Trustee, any amounts due under Section 6.07 to the extent that such amounts were not previously paid by the Servicer;
 
SECOND:  to the Servicer for due and unpaid Servicing Fees and Advances not previously reimbursed;
 
THIRD:  to Class A Noteholders for amounts due and unpaid on the Class A Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A Notes in respect of interest; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest due on each Class of Class A Notes;
 
FOURTH:  to Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes in respect of principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero;
 
FIFTH:  to Holders of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes for amounts due and unpaid on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes in respect of principal, until the Outstanding Amount of the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes is reduced to zero; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes, Class A-3 Notes and Class A-4 Notes Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2 Notes, Class A-3 Notes and Class A-4 Notes on a pro rata basis;
 
SIXTH:  to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes in respect of interest;
 
SEVENTH:  to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class B Notes in respect of principal, until the Outstanding Amount of the Class B Notes is reduced to zero;
 
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EIGHTH:  to Holders of the Class C Notes for amounts due and unpaid on the Class C Notes in respect of interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes in respect of interest;
 
NINTH:  to Holders of the Class C Notes for amounts due and unpaid on the Class C Notes in respect of principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class C Notes in respect of principal, until the Outstanding Amount of the Class C Notes is reduced to zero;
 
TENTH:  to the Certificate Distribution Account, any remaining amounts for distribution to the Certificateholders.
 
The Indenture Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least fifteen (15) days before such record date, the Issuer shall mail to each Noteholder and the Indenture Trustee a notice that states the record date, the payment date and the amount to be paid.
 
(ii)           Except as otherwise provided in Section 5.04(b)(i), the Indenture Trustee shall make all payments and distributions of the Trust Estate in accordance with Section 8.02.
 
Section 5.05     Optional Preservation of the Receivables.  If the Notes have been declared to be due and payable under Section 5.02 following an Event of Default, and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Trust Estate. In determining whether or not to maintain possession of the Trust Estate, the Indenture Trustee may, at the expense of the Issuer and paid in the priority set forth in Section 5.05(b) of the Sale and Servicing Agreement, but need not, obtain and conclusively rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.
 
Section 5.06     Limitation of Suits.  No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:
 
(a)           such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;
 
(b)           the Event of Default arises from the Servicer’s failure to remit payments when due or the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;
 
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(c)           such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may be incurred in complying with such request;
 
(d)           the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and
 
(e)           no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes.
 
It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided.
 
In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.
 
Section 5.07     Unconditional Rights of Noteholders To Receive Principal and Interest.  Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder.
 
Section 5.08     Restoration of Rights and Remedies.  If the Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such Proceeding had been instituted.
 
Section 5.09     Rights and Remedies Cumulative.  No right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 
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Section 5.10          Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee, or any Holder of any Note to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or the Noteholders, as the case may be.
 
Section 5.11          Control by the Controlling Class of Noteholders.  The Holders of a majority of the Outstanding Amount of the Controlling Class of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
 
(a)           such direction shall not be in conflict with any rule of law or with this Indenture;
 
(b)           subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Trust Estate shall be by Holders of Notes representing not less than 100% of the Outstanding Amount of the Controlling Class of Notes;
 
(c)           if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Trust Estate shall be of no force and effect; and
 
(d)           the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction.
 
Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
 
Section 5.12          Waiver of Past Defaults.  Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Holders of Notes of not less than a majority of the Outstanding Amount of the Controlling Class of Notes may, waive any past Default or Event of Default and its consequences except a Default (a) in payment of principal of or interest on any of the Notes or (b) in respect of a covenant or provision hereof that cannot be modified or amended without the consent of the Holder of each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto.
 
Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereto.

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Section 5.13          Undertaking for Costs.  All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount of the Notes (or in the case of a right or remedy under this Indenture which is instituted by the Controlling Class, more than 10% of the Outstanding Amount of the Controlling Class) or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).
 
Section 5.14          Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.
 
Section 5.15          Action on Notes.  The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).
 
Section 5.16          Performance and Enforcement of Certain Obligations.
 
(a)           Promptly following a request from the Indenture Trustee to do so and at the Administrator’s expense, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller or the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement, as applicable, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement or the Receivables Purchase Agreement to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of either Seller or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement and the Receivables Purchase Agreement; provided, however, nothing herein shall in any way impose on the Indenture Trustee the duty to monitor the performance of the Seller or the Servicer of any of their liabilities, duties or obligations under any Basic Document.

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(b)           If an Event of Default has occurred, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement and the Receivables Purchase Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer, as the case may be, of each of their obligations to the Issuer thereunder and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement and the Receivables Purchase Agreement, as the case may be, and any right of the Issuer to take such action shall be suspended.
 
ARTICLE VI.
THE INDENTURE TRUSTEE
 
Section 6.01          Duties of Indenture Trustee.
 
(a)           If an Event of Default has occurred and is continuing of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
 
Except during the continuance of an Event of Default of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee.  In the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon the face value of the certificates, reports, resolutions, documents, orders, opinions or other instruments furnished to the Indenture Trustee and conforming to the requirements of this Indenture; provided, however, that the Indenture Trustee shall not be responsible for the accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument; however, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture. If any such instrument is found not to conform in any material respect to the requirements of this Agreement, the Indenture Trustee shall notify the Noteholders of such instrument in the event that the Indenture Trustee, after so requesting, does not receive a satisfactorily corrected instrument.
 
(b)          The Indenture Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:
 
(i)           this paragraph does not limit the effect of paragraph (a) of this Section;

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(ii)          the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and
 
(iii)         the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the terms of this Indenture or any other Basic Documents.
 
(c)          Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section.
 
(d)         The Indenture Trustee shall not be liable for indebtedness evidenced by or arising under any of the Basic Documents, including principal of or interest on the Notes, or interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.
 
(e)         Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement.
 
(f)          No provision of this Indenture shall require the Indenture Trustee to advance, expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
 
(g)         Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section and to the provisions of the TIA.
 
(h)         In no event shall the Indenture Trustee be required to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer or any other party under the Sale and Servicing Agreement.
 
(i)          The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any rerecording, refiling or redepositing of any thereof, (ii) to see to any insurance, or (iii) to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Trust Fund.
 
The Indenture Trustee, or a Responsible Officer thereof, shall only be charged with actual knowledge of any default or an Event of Default if a Responsible Officer actually knows of such default or Event of Default or the Indenture Trustee receives written notice of such default or Event of Default from the Issuer, the Servicer or Noteholders owning Notes aggregating not less than 10% of the Outstanding Amount of the Notes. Notwithstanding the foregoing, the Indenture Trustee shall not be required to take notice and in the absence of such actual notice and knowledge, the Indenture Trustee may conclusively assume that there is no such default or Event of Default.

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Section 6.02          Rights of Indenture Trustee.
 
(a)           The Indenture Trustee may conclusively rely on the face value of any document believed by it to be genuine and to have been signed or presented by the proper person. The Indenture Trustee need not investigate any fact or matter stated in the document.
 
(b)           Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel from the appropriate party. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel from the appropriate party. The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or in any Basic Document shall not be construed as a duty of the Indenture Trustee and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such discretionary act.
 
(c)           The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of any such agent, attorney or custodian appointed by the Indenture Trustee with due care.
 
(d)           The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct, negligence or bad faith.
 
(e)           The Indenture Trustee may consult, at the Issuer’s expense and paid in accordance with Section 4.16 of the Sale and Servicing Agreement or, to the extent not so paid, in accordance with and in the priority set forth in Section 5.05(b) of the Sale and Servicing Agreement, with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.
 
(f)            In the event that the Indenture Trustee is also acting as Paying Agent, Note Registrar or collateral agent, the rights and protections afforded to the Indenture Trustee pursuant to this Article 6 shall be afforded to such Paying Agent, Note Registrar or collateral agent.
 
(g)           The Indenture Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;
 
(h)           The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act; and

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(i)            The Indenture Trustee shall not be required to give any bond or surety in respect of the powers granted hereunder.
 
Section 6.03          Individual Rights of Indenture Trustee.  The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Section 6.11.
 
Section 6.04          Indenture Trustee’s Disclaimer.  The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Trust Estate or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture, any Basic Document or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.
 
Section 6.05          Notice of Defaults.  If a Default occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice of the Default within thirty (30) days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the mandatory redemption provisions of such Note), the Indenture Trustee may withhold the notice to Noteholders if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of Noteholders.
 
Section 6.06          Reports by Indenture Trustee to Holders.  Solely from information provided by the Servicer, the Indenture Trustee shall make available to each Noteholder such information as may be required to enable such holder to prepare its federal and state income tax returns.
 
Section 6.07         Compensation and Indemnity.  The Issuer shall cause the Servicer to pay to the Indenture Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall cause the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include but are not limited to the reasonable out-of-pocket compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall cause the Servicer to indemnify the Indenture Trustee against any and all loss, liability or expense (including attorneys’ fees and expenses) incurred by it in connection with the administration of this trust and the performance of its duties hereunder or under the Sale and Servicing Agreement or under any other Basic Document or in connection with the Notes. The Indenture Trustee shall notify the Issuer and the Servicer promptly of any claim for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or the Servicer of its obligations hereunder. The Issuer shall, or shall cause the Servicer to, defend any such claim, and the Indenture Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct, negligence or bad faith.  Anything in this Agreement to the contrary notwithstanding, in no event shall the Indenture Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

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The Issuer’s obligations to the Indenture Trustee pursuant to this Section shall survive the discharge of this Indenture or the earlier resignation or removal of the Indenture Trustee. When the Indenture Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.
 
Section 6.08         Replacement of Indenture Trustee.  No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any time by so notifying the Issuer and each Rating Agency. The Holders of a majority in Outstanding Amount of the Controlling Class of Notes may remove the Indenture Trustee by notifying the Indenture Trustee if:
 
(a)           the Indenture Trustee fails to comply with Section 6.11;
 
(b)           the Indenture Trustee is adjudged a bankrupt or insolvent;
 
(c)           a receiver or other public officer takes charge of the Indenture Trustee or its property;
 
(d)           the Indenture Trustee otherwise becomes incapable of acting; or
 
(e)           the Indenture Trustee breaches any representation, warranty or covenant made by it under any Basic Document.
 
If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly appoint a successor Indenture Trustee.
 
A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee and the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the Indenture Trustee under this Indenture. The retiring Indenture Trustee shall be paid all amounts owed to it upon its resignation or removal. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee. The retiring Indenture Trustee shall not be liable for the acts or omissions of any Successor Indenture Trustee.
 
If a successor Indenture Trustee does not take office within 45 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority in Outstanding Amount of the Controlling Class of Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

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If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.
 
Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer’s and the Administrator’s obligations under Section 6.07 shall continue for the benefit of the retiring Indenture Trustee.
 
Section 6.09          Successor Indenture Trustee by Merger.  If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Indenture Trustee; provided, that such corporation or banking association shall be qualified and eligible under Section 6.11.
 
In case at the time such successor or successors by merger, conversion or consolidation to the Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all such cases such certificates shall have the full force that it is anywhere in the Notes or in this Indenture provided that the certificate of the Indenture Trustee shall have.
 
Section 6.10          Appointment of Co-Indenture Trustee or Separate Indenture Trustee.
 
(a)           Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located, the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust Estate, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.08 hereof.
 
(b)           Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

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(i)           all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed upon and exercised or performed by the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;
 
(ii)          no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and
 
(iii)         the Indenture Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.
 
(c)         Any notice, request or other writing given to the Indenture Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VI. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection to, the Indenture Trustee.  Every such instrument shall be filed with the Indenture Trustee.
 
(d)         Any separate trustee or co-trustee may at any time constitute the Indenture Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.
 
Section 6.11        Eligibility; Disqualification.  The Indenture Trustee shall at all times satisfy the requirements of TIA Section 310(a).  The Indenture Trustee shall have a combined capital and surplus of at least $50,000,000.00 as set forth in its most recent published annual report of condition, and the time deposits of the Indenture Trustee shall be rated at least “A-1” by Standard & Poor’s and “Prime-1” by Moody’s. The Indenture Trustee shall comply with TIA Section 310(b), including the optional provision permitted by the second sentence of TIA Section 310(b)(9); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met.
 
Section 6.12        [Reserved].
 
Section 6.13        Preferential Collection of Claims Against Issuer.  The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

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Section 6.14          Waiver of Setoffs.  The Indenture Trustee hereby expressly waives any and all rights of setoff that the Indenture Trustee may otherwise at any time have under applicable law with respect to any Trust Account and agrees that amounts in the Trust Accounts shall at all times be held and applied solely in accordance with the provisions hereof and of the other Basic Documents.
 
ARTICLE VII.
NOTEHOLDERS’ LISTS AND REPORTS
 
Section 7.01          Note Registrar To Furnish Names and Address of Noteholders.  The Note Registrar shall furnish or cause to be furnished to the Indenture Trustee, the Owner Trustee, the Servicer or the Administrator, within 15 days after receipt by the Note Registrar of a written request therefrom, a list of the names and addresses of the Noteholders of any Class as of the most recent Record Date.  If three or more Noteholders of any Class, or one or more Holders of such Class evidencing not less than 25% of the Outstanding Amount of such Class (hereinafter referred to as “Applicants”), apply in writing to the Indenture Trustee, and such application states that the Applicants desire to communicate with other Noteholders with respect to their rights under this Indenture or under the Notes and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Indenture Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Noteholders.  The Indenture Trustee may elect not to afford the Applicants access to the list of Noteholders if it agrees to mail the desired communication by proxy, on behalf of and at the expense of such Applicants, to all Noteholders of such series.  Every Noteholder, by receiving and holding a Note, agrees with the Indenture Trustee and the Issuer that none of the Indenture Trustee, the Owner Trustee, the Issuer, the Servicer or the Administrator shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Noteholders under this Indenture, regardless of the source from which such information was derived.  If the Indenture Trustee shall cease to be the Note Registrar, then thereafter the Administrator will furnish or cause to be furnished to the Indenture Trustee not more than five days after the most recent Record Date or at such other times as the Indenture Trustee reasonably may request in writing, a list, in such form as the Indenture Trustee reasonably may require, of the names and addresses of the Holders of Notes as of such Record Date.
 
Section 7.02          Preservation of Information; Communications to Noteholders.
 
(a)           The Indenture Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Holders of Notes contained in the most recent list furnished to the Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished. The Indenture Trustee shall make such list available to the Owner Trustee on written request, and to the Noteholders upon written request of three or more Noteholders or one or more Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes. Upon receipt by the Indenture Trustee of any request by a Noteholder to receive a copy of the current list of Noteholders, the Indenture Trustee shall promptly notify the Administrator thereof by providing to the Administrator a copy of such request and a copy of the list of Noteholders in response thereto.

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(b)         Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or under the Notes.
 
(c)         The Issuer, the Indenture Trustee and the Note Registrar shall have the protection of TIA Section 312(c).
 
Section 7.03        Reports by Issuer.
 
(a)         The Issuer shall:
 
(i)           file with the Indenture Trustee, within 15 days after the Issuer is required (if at all) to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;
 
(ii)          file with the Indenture Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and
 
(iii)         supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by rules and regulations prescribed from time to time by the Commission.
 
(b)         Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year.
 
Section 7.04        Reports by Indenture Trustee.  If  required by TIA Section 313(a), within 60 days after each March 31, beginning with March 31, 2011, the Indenture Trustee shall mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).  A copy of each report at the time of its mailing to Noteholders shall be filed by the Indenture Trustee with the Commission and each stock exchange, if any, on which the Notes are listed.  The Issuer shall notify the Indenture Trustee if and when the Notes are listed on any stock exchange.
 
ARTICLE VIII.
ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01        Collection of Money.  Except as otherwise expressly provided herein, the Indenture Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture.  The Indenture Trustee shall apply all such money received by it as provided in this Indenture.  Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Trust Estate, the Indenture Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article V.

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Section 8.02         Trust Accounts.
 
(a)         On or prior to the Closing Date, the Issuer shall, or shall cause the Servicer to, establish and maintain, in the name of the Indenture Trustee, for the benefit of the Noteholders the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement.
 
(b)         The Issuer shall cause the Servicer to deposit all Available Amounts with respect to the Collection Period preceding such Payment Date in the Collection Account not later than two Business Days after receipt as provided in Sections 5.02 and 5.04 of the Sale and Servicing Agreement. However, if each condition to making monthly deposits as may be required by the Sale and Servicing Agreement (including, the satisfaction of specified ratings criteria by the Servicer and the absence of any Servicer Default) is satisfied, the Servicer may retain these amounts until the Business Day immediately preceding the related Payment Date.  On or before the Business Day prior to each Payment Date, all amounts required to be withdrawn from the Reserve Account and deposited in the Collection Account pursuant to Section 5.05 of the Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve Account and deposited to the Collection Account as provided therein, as to which Issuer shall cause Servicer to timely provide the related instructions.
 
(c)         On each Payment Date, except as provided in Section 5.04(b), the Indenture Trustee (based on the information contained in the Servicer’s report delivered on or before the related Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement) shall make the withdrawals from the Collection Account and make deposits, distributions and payments, to the extent of funds on deposit in the Collection Account with respect to the Collection Period preceding such Payment Date (including funds, if any, deposited therein from the Reserve Account) (as to which Issuer shall cause Servicer to timely provide the related instructions) in accordance with and as set forth in Section 5.05 of the Sale and Servicing Agreement.
 
(d)         Prior to the acceleration of the Notes pursuant to Section 5.2 of this Indenture, on each Payment Date and the Redemption Date, the Indenture Trustee shall distribute the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution Amount as follows:
 
(i)           first, to the Noteholders of the Class A Notes in the following order of priority:
 
(A)          first, to the Noteholders of the Class A-1 Notes in reduction of principal until the principal amount of the Outstanding Class A-1 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-1 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-1 Notes on a pro rata basis;

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(B)           second, to the Noteholders of the Class A-2 Notes in reduction of principal until the principal amount of the Outstanding Class A-2 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-2 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-2 Notes on a pro rata basis;
 
(C)           third, to the Noteholders of the Class A-3 Notes in reduction of principal until the principal amount of the Outstanding Class A-3 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-3 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-3 Notes on a pro rata basis; and
 
(D)           fourth, to the Noteholders of the Class A-4 Notes in reduction of principal until the principal amount of the Outstanding Class A-4 Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class A-4 Notes in full, the amounts available shall be applied to the payment of principal on the Class A-4 Notes on a pro rata basis;
 
(ii)         second, to the Noteholders of the Class B Notes in reduction of principal, until the principal amount of the Outstanding Class B Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class B Notes in full, the amounts available shall be applied to the payment of principal on the Class B Notes on a pro rata basis; and
 
(iii)        third, to the Noteholders of the Class C Notes in reduction of principal, until the principal amount of the Outstanding Class C Notes has been paid in full; provided that if there are not sufficient funds available to pay the principal amount of the Outstanding Class C Notes in full, the amounts available shall be applied to the payment of principal on the Class C Notes on a pro rata basis.
 
Section 8.03        General Provisions Regarding Accounts.  The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any Eligible Investment included therein except for losses attributable to the Indenture Trustee’s failure, in its commercial capacity as principal obligor and not as trustee, to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.

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Section 8.04          Release of Trust Estate.

(a)           Subject to the payment of its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys.
 
(b)           The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid in full, release any remaining portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section 8.04(b) only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01.
 
(c)           The Issuer agrees, upon request by the Servicer and representation by the Servicer that it has complied with the procedure in Section 9.01 of the Sale and Servicing Agreement, to render the Issuer Request to the Indenture Trustee in accordance with Section 4.04, and take such other actions as are required in that Section.
 
Section 8.05          Opinion of Counsel.  The Indenture Trustee shall receive at least seven days prior written notice when requested by the Issuer to take any action pursuant to Section 8.04(b), accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.
 
ARTICLE IX.
SUPPLEMENTAL INDENTURES
 
Section 9.01          Supplemental Indentures Without Consent of Noteholders.
 
(a)           Without the consent of the Holders of any Notes but with prior written notice to the Rating Agencies (with copy to the Indenture Trustee), the Issuer and the Indenture Trustee, when authorized by an Issuer Order and provided with an Issuer Officer’s Certificate stating that the supplement will have no material adverse effect on any Noteholder, at any time and from time to time, may enter into one or more supplemental indentures hereto (which shall conform to the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes:

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(i)           to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property;
 
(ii)          to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Notes contained;
 
(iii)         to add to the covenants of the Issuer, for the benefit of the Holders of the Notes, or to surrender any right or power herein conferred upon the Issuer;
 
(iv)         to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;
 
(v)          to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or with the Prospectus dated January 18, 2011 or the Prospectus Supplement dated January 20, 2011 or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not adversely affect the interests of the Holders of the Notes;
 
(vi)          to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI; or
 
(vii)         to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA.
 
The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained.
 
(b)         The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also without the consent of any of the Holders of the Notes but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that such action shall not materially and adversely affect the interests of any Noteholder.

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Section 9.02          Supplemental Indentures with Consent of Noteholders.  The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating Agencies delivered by the Issuer with a copy to the Indenture Trustee and with the consent of the Holders of not less than a majority of the Outstanding Amount of the Controlling Class of the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby:
 
(a)           change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the interest rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article V, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date);
 
(b)           reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class, the consent of the Holders of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture;
 
(c)           modify or alter (i) the provisions of the proviso as to the definition of the term “Outstanding” or (ii) the definition of Controlling Class;
 
(d)           reduce the percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, as applicable, required to direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate pursuant to Section 5.04;
 
(e)           modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the Basic Documents cannot be modified or waived without the consent of the Holder of each Outstanding Note affected thereby;
 
(f)            modify any of the provisions of this Indenture in such manner as to affect the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date (including the calculation of any of the individual components of such calculation) or to affect the rights of the Holders of Notes to the benefit of any provisions for the mandatory redemption of the Notes contained herein; or

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(g)           permit the creation of any lien ranking prior to or on a parity with the lien of this Indenture with respect to any part of the Trust Estate or, except as otherwise permitted or contemplated herein, terminate the lien of this Indenture on any property at any time subject hereto or deprive the Holder of any Note of the security provided by the lien of this Indenture.
 
It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.
 
Promptly after the execution by the Issuer and the Indenture Trustee of any supplemental indenture pursuant to this Section, the Indenture Trustee shall mail to the Holders of the Notes to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Indenture Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.
 
Section 9.03          Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive and shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, duties, liabilities or immunities under this Indenture or otherwise. The Administrator shall provide a fully executed copy of any supplemental indentures to this Indenture to each Rating Agency.
 
Section 9.04          Effect of Supplemental Indenture.  Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be and shall be deemed to be modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, liabilities and immunities under this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.
 
Section 9.05          Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee shall, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.
 
Section 9.06          Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act.

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ARTICLE X.
REDEMPTION OF NOTES
 
Section 10.01        Redemption.  The Notes are subject to redemption in whole, but not in part, at the direction of the Servicer pursuant to Section 9.01 of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the Trust Estate pursuant to said Section 9.01, for a purchase price equal to the Redemption Price; provided, that the Issuer has available funds sufficient to pay the Redemption Price. The Servicer or the Issuer shall furnish the Rating Agencies and the Indenture Trustee notice of such redemption. If the Notes are to be redeemed pursuant to this Section 10.01, the Servicer shall furnish notice of such election to the Indenture Trustee not later than 20 days prior to the Redemption Date and shall deposit no later than the Business Day prior to the Redemption Date with the Indenture Trustee in the Collection Account the Redemption Price of the Notes to be redeemed, whereupon all such Notes shall be due and payable on the Redemption Date upon the furnishing of a notice complying with Section 10.02 to each Holder of the Notes.
 
Section 10.02        Form of Redemption Notice.  Notice of redemption under Section 10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted not later than 10 days prior to the applicable Redemption Date to each Holder of Notes, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s address or facsimile number appearing in the Note Register.
 
All notices of redemption shall state:
 
(a)           the Redemption Date;
 
(b)           the Redemption Price;
 
(c)           the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02); and
 
(d)           that interest on the Notes shall cease to accrue on the Redemption Date.
 
Notice of redemption of the Notes shall be given by the Indenture Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption, or any defect therein, to any Holder of any Note shall not impair or affect the validity of the redemption of any other Note.
 
Section 10.03        Notes Payable on Redemption Date.  The Notes or portions thereof to be redeemed shall, following notice of redemption as required by Section 10.02 (in the case of redemption pursuant to Section 10.01), on the Redemption Date become due and payable at the Redemption Price and  (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price.

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ARTICLE XI.
MISCELLANEOUS
 
Section 11.01      Compliance Certificates and Opinions, etc.
 
(a)         Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section, except that, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.
 
Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:
 
(i)           a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto;
 
(ii)          a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
 
(iii)         a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and
 
(iv)         a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.
 
(b)          (i)            Prior to the deposit of any Collateral or other property or securities with the Indenture Trustee that is to be made the basis for the release of any property or securities subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited.
 
(ii)          Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Indenture Trustee an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the certificates delivered pursuant to clause (i) above and this clause (ii), is 10% or more of the Outstanding Amount of the Notes, but such a certificate need not be furnished with respect to any securities so deposited, if the fair value thereof to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the Outstanding Amount of the Notes.

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(iii)         Whenever any property or securities are to be released from the lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person the proposed release will not impair the security under this Indenture in contravention of the provisions hereof.
 
(iv)         Other than with respect to the release of any Purchased Receivable, the Issuer is required to furnish to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property, other than property as contemplated by clause (v) below, or securities released from the lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or more of the Outstanding Amount of the Notes, but such certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the then Outstanding Amount of the Notes.
 
(v)          Notwithstanding Section 4.04 or any other provision of this Section, the Issuer may, without compliance with the requirements of the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of Receivables and Financed Vehicles as and to the extent permitted or required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents.
 
Section 11.02      Form of Documents Delivered to Indenture Trustee.  In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

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Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such officer’s certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, either Seller, the Issuer or the Administrator, stating that the information with respect to such factual matters is in the possession of the Servicer, the applicable Seller, the Issuer or the Administrator, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.
 
Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.
 
Whenever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer’s compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article VI.
 
Section 11.03        Acts of Noteholders.
 
(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section.
 
(b)           The fact and date of the execution by any person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.
 
(c)           The ownership of Notes shall be proved by the Note Register.

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(d)           Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Notes shall bind the Holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.
 
Section 11.04        Notices, etc., to Indenture Trustee, Issuer and Rating Agencies.  Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing and, if such request, demand, authorization, direction, notice, consent, waiver or act of Noteholders is to be made upon, given or furnished to or filed with:
 
(a)           the Indenture Trustee by any Noteholder or by the Issuer, shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee at its Corporate Trust Office; or
 
(b)           the Issuer by the Indenture Trustee or by any Noteholder, shall be sufficient for every purpose hereunder if in writing and mailed first-class, postage prepaid to the Issuer addressed to: Hyundai Auto Receivables Trust 2011-A, in care of Wilmington Trust Company, as Owner Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration, or at any other address previously furnished in writing to the Indenture Trustee by the Issuer or the Administrator. The Issuer shall promptly transmit any notice received by it from the Noteholders to the Indenture Trustee.
 
Notices required to be given to the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, personally delivered, electronically delivered or mailed by certified mail, return receipt requested, to (i) in the case of Moody’s, at the following address: Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, 25th Floor, New York, NY 10007; and (ii) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com or at the following address: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street, New York, New York  10041, Attention of Asset Backed Surveillance Department; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
 
Section 11.05        Notices to Noteholders; Waiver.  Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given.

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Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver.
 
In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice.
 
Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.
 
Section 11.06        Alternate Payment and Notice Provisions.  Notwithstanding any provision of this Indenture or any of the Notes to the contrary, the Issuer may enter into any agreement with any Holder of a Note providing for a method of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is different from the methods provided for in this Indenture for such payments or notices, provided that the Issuer agrees to pay any additional expenses incurred as a result of such alternative payment or notice provision. The Issuer will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will cause payments to be made and notices to be given in accordance with such agreements. The Indenture Trustee shall provide a copy of any request made pursuant to this Section 11.06 to the Owner Trustee.
 
Section 11.07        Effect of Headings and Table of Contents.  The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
 
Section 11.08        Successors and Assigns.  All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Indenture Trustee in this Indenture shall bind its successors, co-trustees and agents.
 
Section 11.09        Separability.  In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
Section 11.10        Benefits of Indenture.  Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture.

(2011-A Indenture)
 
57
 
 
Section 11.11        Legal Holidays.  In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date.
 
Section 11.12        GOVERNING LAW.  THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
 
Section 11.13        Counterparts.  This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
 
Section 11.14        Recording of Indenture.  If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at the expense of the Servicer accompanied by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture.
 
Section 11.15        Trust Obligation.  (a) No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller, or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity). For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

(2011-A Indenture)
 
58
 

(b)           In furtherance of and not in derogation of the foregoing, to the extent the Depositor enters into other securitization transactions, each Noteholder, by accepting a Note, acknowledges and agrees that it shall have no right, title or interest in or to any assets or interests therein of the Depositor (other than the Trust Estate and Reserve Account relating to this transaction) conveyed or purported to be conveyed by the Depositor to another securitization trust or other Person or Persons in connection therewith (whether by way of a sale, capital contribution or by virtue of the granting of a lien) (“Other Assets”).  To the extent that, notwithstanding the agreements and provisions contained herein, a Noteholder either (i) asserts an interest or claim to, or benefit from, Other Assets, whether asserted against or through the Depositor or any other Person owned by the Depositor, or (ii) is deemed to have any such interest, claim or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), and whether deemed asserted against or through the Depositor or any other Person owned by the Depositor, then each Noteholder, by accepting a Note, further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and shall be expressly subordinated to the indefeasible payment in full of all obligations and liabilities of the Depositor which, under the terms of the relevant documents relating to the securitization of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to priority of distribution or application under applicable law, including insolvency laws, and whether asserted against Depositor or any other Person owned by the Depositor), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement shall be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  Each Noteholder, by acceptance of a Note, further acknowledges and agrees that no adequate remedy at law exists for a breach of this paragraph and the terms of this paragraph may be enforced by an action for specific performance.  The provisions of this paragraph shall be for the third party benefit of those entitled to rely thereon and shall survive the termination of this Indenture.
 
Section 11.16        No Petition.  The Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note or a beneficial interest in a Note, hereby covenant and agree that they will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor, of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the Basic Documents.
 
Section 11.17        Inspection.  The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by Independent certified public accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers, employees and Independent certified public accountants, all at such reasonable times and as often as may be reasonably requested; provided, however, that the Indenture Trustee may only cause the books of the Issuer to be audited on an annual basis, unless there occurs an Event of Default hereunder. The Indenture Trustee shall, and shall cause its representatives to, hold in confidence all such information except to the extent such information is publicly available or such disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Indenture Trustee may reasonably determine with the advice of counsel and after consultation with the Issuer that such disclosure is consistent with its obligations hereunder.

(2011-A Indenture)
 
59
 
 
Section 11.18        Conflict with Trust Indenture Act.  If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
 
The provisions of TIA Sections 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein.
 
Section 11.19        Limitation of Liability.  It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of Hyundai Auto Receivables Trust 2011-A, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.
 
Section 11.20       Representations and Warranties.  The Issuer makes the representations and warranties set forth below with respect to the Receivables, on which the Indenture Trustee relies.  Such representations and warranties speak as of the execution and delivery of this Indenture as of the Closing Date, but shall survive the assignment of the Receivables to the Indenture Trustee, and shall not be waived by the Indenture Trustee except in accordance with the terms of this Indenture.
 
(a)           This Indenture creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Issuer.
 
(b)           Each Receivables constitutes “chattel paper” within the meaning of the UCC as in effect in the state of origination.
 
(c)           Immediately upon the transfer thereof from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of any Lien of any Person.
 
(d)          The Issuer has caused, or will have caused, within ten days, the filing of all appropriate financing statements in the proper filling office in the appropriate jurisdiction under the applicable UCC in order to perfect the security interest in the Receivables granted to the Indenture Trustee under this Indenture.

(2011-A Indenture)
 
60
 
 
(e)           Other than the security interest granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables.  The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral describing the Receivables other than any financing statement relating to the security interest granted to the Indenture Trustee under this Indenture.  The Issuer is not aware of any judgment or tax lien filings against the Issuer.
 
(f)           The Contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee, except for such marks or notations indicating that they have been pledged, assigned or otherwise conveyed (i) to the Depositor or the Issuer in accordance with the Basic Documents, (ii) pursuant to the Loan and Security Agreement, dated as of May 20, 2010, among Hyundai HK Funding, LLC, as the borrower, Hyundai Capital America, as the servicer, each of the commercial paper conduits from time to time party thereto, as the conduit lenders, each of the financial institutions from time to time party thereto, as the committed lenders, each of the financial institutions from time to time party thereto, as the group agents and JPMorgan Chase Bank, N.A., as the administrative agent, on behalf of the secured parties, as amended by the First Amendment to the Loan and Security Agreement, dated as of June 30, 2010, among Hyundai HK Funding LLC, as the borrower, Hyundai Capital America, as the servicer, Barton Capital LLC, as a conduit lender and as a committed lender, Société Générale, as a group agent, Sheffield Receivables Corporation, as a conduit lender and as a committed lender, Barclays Bank PLC, as a group agent, Amsterdam Funding Corporation, as a conduit lender, The Royal Bank of Scotland plc, as a group agent and as a committed lender, Falcon Asset Securitization Company LLC, as a conduit lender, JPMorgan Chase Bank, N.A., as a group agent and as a committed lender, the other conduit lenders from time to time party thereto, the other committed lenders from time to time party thereto, each of other the group agents from time to time party thereto, and JPMorgan Chase Bank, N.A., as the administrative agent or (iii) to HCA in accordance with Dealer Agreements.  All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection with this Indenture describing the Receivables contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Indenture, will violate the rights of the Indenture Trustee.”

(2011-A Indenture)
 
61
 

IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused this Indenture to be duly executed by their respective officers, thereunto duly authorized and duly attested, all as of the day and year first above written.
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
By: 
WILMINGTON TRUST COMPANY,
 
not in its individual capacity but solely
 
as Owner Trustee under the Trust Agreement
   
By: 
/s/ Jeanne M. Oller
Name: Jeanne M. Oller
Title:   Assistant Vice President

(2011-A Indenture)
 
S-1
 
 
CITIBANK, N.A.,
not in its individual capacity
but solely as Indenture Trustee
   
By: 
/s/ Karen Schluter
Name:  Karen Schluter
Title:    Vice President

(2011-A Indenture)
 
S-2
 

STATE OF DELAWARE
)
 
 )  ss.:
COUNTY OF NEW CASTLE
)
 
BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared Jeanne M. Oller     of Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee of Hyundai Auto Receivables Trust 2011-A, a Delaware statutory trust (the “Trust”), known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said Trust, and that he/she executed the same as the act of said statutory trust for the purpose and consideration therein expressed, and in the capacities therein stated.
 
GIVEN UNDER MY HAND AND
SEAL OF OFFICE, this        5th           day of                 January            , 2011.
 
/s/ Susanne M. Gula
Notary Public – State of Delaware

My commission expires:
Susanne M. Gula
   
 
Notary Public- State of Delaware
 
My Comm. Expires Nov. 21, 2011

(2011-A Indenture)
 
S-3
 

STATE OF NEW YORK
)
 
)  ss.:
COUNTY OF NEW YORK
)
 
BEFORE ME, the undersigned authority, a Notary Public in and for said county and state, on this day personally appeared Karen Schluter, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of Citibank, N.A., a national banking association, and that he/she executed the same as the act of said national banking association for the purpose and consideration therein stated.
 
GIVEN UNDER MY HAND AND
 
SEAL OF OFFICE, this        7th           day of              January            , 2011.
 
/s/ Noreen Iris Santos
Notary Public, State of New York
No. 01SA6228750
Qualified in        Nassau                             County
 
My commission expires:            9/27/14                                       

(2011-A Indenture)
 
S-4
 

SCHEDULE A
 
Schedule of Receivables
 
[To be Delivered to the Trust at Closing]

(2011-A Indenture)
 
Schedule A-1
 

EXHIBIT A-1
 
[FORM OF CLASS A-1 NOTE]
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
THIS NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, UNLESS SUCH PURCHASER OR TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT ITS PURCHASE AND HOLDING OF THIS NOTE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE IS, AND WILL BE, ELIGIBLE FOR RELIEF UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE; DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 OR ANOTHER APPLICABLE PROHIBITED TRANSACTION EXEMPTION (OR IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A SIMILAR TYPE OF EXEMPTION OR OTHER APPLICABLE RELIEF). BY ITS ACQUISITION OF THIS NOTE IN BOOK-ENTRY FORM OR ANY INTEREST THEREIN, EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT IT SATISFIES THE FOREGOING REQUIREMENTS AND THE INDENTURE TRUSTEE MAY RELY CONCLUSIVELY ON THE SAME FOR PURPOSES HEREOF.
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(2011-A Indenture)
 
A-1-1
 

REGISTERED
$_________ (1)
No. R-_____
CUSIP NO. ___________
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
[_____]% ASSET BACKED NOTE, CLASS A-1
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal on the Class A-1 Notes pursuant to Section 3.01 of the Indenture dated as of January 27, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2012 (the “Class A-1 Maturity Date”) and the Redemption Date, if any, Pursuant to Article X of the Indenture.  Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein.
 
The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date on the basis of a 360-day year and the actual number of days from the previous Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the next Payment Date.  Such principal of and interest on this Note shall be paid in the manner specified herein.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
 
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
 
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class A-1 (herein called the “Class A-1 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all terms of the Indenture.
  
1
Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

(2011-A Indenture)
 
A-1-2
 

The Class A-1 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.  The Class A-1 Notes are senior in right of payment to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, to the extent provided in the Indenture.
 
Principal of the Class A-1 Notes will be payable on each Payment Date in an amount described on the face hereof.  “Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Class A-1 Maturity Date and the Redemption Date, if any, pursuant to Article X of the Indenture. Notwithstanding the foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes may declare the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.
 
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
 
The Issuer shall pay interest on overdue installments of interest at the Class A-1 Rate to the extent lawful.
 
As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange subject to certain exceptions set forth in the Indenture.

(2011-A Indenture)
 
A-1-3
 

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.
 
The Issuer has entered into the Indenture and this Note is issued with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes will be characterized as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for such purposes as indebtedness.
 
Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.

(2011-A Indenture)
 
A-1-4
 

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Controlling Class of Notes representing a majority of the Outstanding Amount of such Controlling Class of Notes at the time Outstanding. The Indenture also contains provisions permitting Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class of Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
 
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
 
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
 
This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Citibank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuer, the Seller, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

(2011-A Indenture)
 
A-1-5
 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.
 
Date:  
    
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
       
     
By:
WILMINGTON TRUST COMPANY,
       
not in its individual capacity
       
but solely as Owner Trustee
       
under the Trust Agreement
         
     
By:
  
       
Authorized Signatory
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
 
Date:  
    
CITIBANK, N.A.,
     
not in its individual capacity
     
but solely as Indenture Trustee
         
     
By:
   
       
Authorized Signatory

(2011-A Indenture)
 
A-1-6
 

ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:  ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated:  ________________________             */
 
Signature Guaranteed:
_____________________

*/           NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Indenture)
 
A-1-7
 

EXHIBIT A-2
 
[FORM OF CLASS A-2 NOTE]
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
THIS NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, UNLESS SUCH PURCHASER OR TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT ITS PURCHASE AND HOLDING OF THIS NOTE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE IS, AND WILL BE, ELIGIBLE FOR RELIEF UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE; DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 OR ANOTHER APPLICABLE PROHIBITED TRANSACTION EXEMPTION (OR IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A SIMILAR TYPE OF EXEMPTION OR OTHER APPLICABLE RELIEF). BY ITS ACQUISITION OF THIS NOTE IN BOOK-ENTRY FORM OR ANY INTEREST THEREIN, EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT IT SATISFIES THE FOREGOING REQUIREMENTS AND THE INDENTURE TRUSTEE MAY RELY CONCLUSIVELY ON THE SAME FOR PURPOSES HEREOF.
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(2011-A Indenture)
 
A-2-1
 

REGISTERED
$__________(2)
No. R-________
CUSIP NO. ___________
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
[____]% ASSET BACKED NOTE, CLASS A-2
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a statutory trust  organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal on the Class A-2 Notes pursuant to Section 3.01 of the Indenture dated as of January 27, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of November 15, 2013 (the “Class A-2 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture.  Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein.
 
The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified herein.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
 
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
 
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class A-2 (herein called the “Class A-2 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A-2 Notes are subject to all terms of the Indenture.
 

(2011-A Indenture)
 
A-2-2
 

The Class A-2 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.  The Class A-2 Notes are subordinated in right of payment to the Class A-1 Notes and are senior in right of payment to the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, to the extent provided in the Indenture.
 
Principal of the Class A-2 Notes will be payable on each Payment Date in an amount described on the face hereof.  “Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Class A-2 Maturity Date and the Redemption Date, if any, pursuant to Article X of the Indenture. Notwithstanding the foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes may declare the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.
 
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
 
The Issuer shall pay interest on overdue installments of interest at the Class A-2 Rate to the extent lawful.

(2011-A Indenture)
 
A-2-3
 

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange subject to certain exceptions set forth in the Indenture.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.
 
The Issuer has entered into the Indenture and this Note is issued with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes will be characterized as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for such purposes as indebtedness.

(2011-A Indenture)
 
A-2-4
 

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Controlling Class of Notes representing a majority of the Outstanding Amount of such Controlling Class of Notes at the time Outstanding. The Indenture also contains provisions permitting Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class of Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
 
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
 
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
 
This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Citibank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuer, the Seller, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

(2011-A Indenture)
 
A-2-5
 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.
 
Date:  ___________________
  
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
       
   
By:
WILMINGTON TRUST COMPANY,
     
not in its individual capacity
     
but solely as Owner Trustee
     
under the Trust Agreement
       
   
By:
  
     
Authorized Signatory
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
 
Date:  ___________________
  
CITIBANK, N.A.,
   
not in its individual capacity
   
but solely as Indenture Trustee
     
   
By:
  
     
Authorized Signatory

(2011-A Indenture)
 
A-2-6
 

ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:  __________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated:  ________________________                   */
 
Signature Guaranteed:
 
_____________________________
 
*/           NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Indenture)
 
A-2-7
 

EXHIBIT A-3
 
[FORM OF CLASS A-3 NOTE]
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
THIS NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, UNLESS SUCH PURCHASER OR TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT ITS PURCHASE AND HOLDING OF THIS NOTE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE IS, AND WILL BE, ELIGIBLE FOR RELIEF UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE; DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 OR ANOTHER APPLICABLE PROHIBITED TRANSACTION EXEMPTION (OR IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A SIMILAR TYPE OF EXEMPTION OR OTHER APPLICABLE RELIEF). BY ITS ACQUISITION OF THIS NOTE IN BOOK-ENTRY FORM OR ANY INTEREST THEREIN, EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT IT SATISFIES THE FOREGOING REQUIREMENTS AND THE INDENTURE TRUSTEE MAY RELY CONCLUSIVELY ON THE SAME FOR PURPOSES HEREOF.
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(2011-A Indenture)
 
A-3-1
 

REGISTERED
$__________(3)
No. R-________
CUSIP NO. ___________
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
[____]% ASSET BACKED NOTE, CLASS A-3
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of ______________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal on the Class A-3 Notes pursuant to Section 3.01 of the Indenture dated as of January 27, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of April 15, 2015 (the “Class A-3 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture.  Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein.
 
The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified herein.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
 
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
 
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class A-3 (herein called the “Class A-3 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A-3 Notes are subject to all terms of the Indenture.
 

(2011-A Indenture)
 
A-3-2
 

The Class A-3 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.  The Class A-3 Notes are subordinated in right of payment to the Class A-1 Notes and the Class A-2 Notes and are senior in right of payment to the Class A-4 Notes, the Class B Notes and the Class C Notes, to the extent provided in the Indenture.
 
Principal of the Class A-3 Notes will be payable on each Payment Date in an amount described on the face hereof.  “Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Class A-3 Maturity Date and the Redemption Date, if any, pursuant to Article X of the Indenture. Notwithstanding the foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes may declare the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.
 
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
 
The Issuer shall pay interest on overdue installments of interest at the Class A-3 Rate to the extent lawful.

(2011-A Indenture)
 
A-3-3
 

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange subject to certain exceptions set forth in the Indenture.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.
 
The Issuer has entered into the Indenture and this Note is issued with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes will be characterized as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for such purposes as indebtedness.

(2011-A Indenture)
 
A-3-4
 

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Controlling Class of Notes representing a majority of the Outstanding Amount of such Controlling Class of Notes at the time Outstanding. The Indenture also contains provisions permitting Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class of Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
 
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
 
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
 
This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Citibank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuer, the Seller, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

(2011-A Indenture)
 
A-3-5
 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.
 
Date:  ___________________
   HYUNDAI AUTO RECEIVABLES TRUST 2011-A
       
   
By:
WILMINGTON TRUST COMPANY,
     
not in its individual capacity
     
but solely as Owner Trustee
     
under the Trust Agreement
       
   
By:
  
     
Authorized Signatory
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
 
Date:  ___________________
  
CITIBANK, N.A.,
   
not in its individual capacity
   
but solely as Indenture Trustee
     
   
By:
  
     
Authorized Signatory

(2011-A Indenture)
 
A-3-6
 

ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:  __________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated:  ________________________             */
 
Signature Guaranteed:
 
_____________________________
 
*/           NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Indenture)
 
A-3-7
 

EXHIBIT A-4
 
[FORM OF CLASS A-4 NOTE]
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
THIS NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, UNLESS SUCH PURCHASER OR TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT ITS PURCHASE AND HOLDING OF THIS NOTE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE IS, AND WILL BE, ELIGIBLE FOR RELIEF UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE; DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 OR ANOTHER APPLICABLE PROHIBITED TRANSACTION EXEMPTION (OR IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A SIMILAR TYPE OF EXEMPTION OR OTHER APPLICABLE RELIEF). BY ITS ACQUISITION OF THIS NOTE IN BOOK-ENTRY FORM OR ANY INTEREST THEREIN, EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT IT SATISFIES THE FOREGOING REQUIREMENTS AND THE INDENTURE TRUSTEE MAY RELY CONCLUSIVELY ON THE SAME FOR PURPOSES HEREOF.
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(2011-A Indenture)
 
A-4-1
 
 
REGISTERED
$__________(4)
No. R-________
CUSIP NO. ___________
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
[____]% ASSET BACKED NOTE, CLASS A-4
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of January 27, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of December 15, 2015 (the “Class A-4 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture.  Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein.
 
The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified herein.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
 
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
 
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class A-4 (herein called the “Class A-4 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class A-4 Notes are subject to all terms of the Indenture.
4           Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

(2011-A Indenture)
 
A-4-2
 

The Class A-4 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.  The Class A-4 Notes are subordinated in right of payment to the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes and are senior in right of payment to the Class B Notes and the Class C Notes, to the extent provided in the Indenture.
 
Principal of the Class A-4 Notes will be payable on each Payment Date in an amount described on the face hereof.  “Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Class A-4 Maturity Date and the Redemption Date, if any, pursuant to Article X of the Indenture. Notwithstanding the foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes may declare the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto.
 
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
 
The Issuer shall pay interest on overdue installments of interest at the Class A-4 Rate to the extent lawful.

(2011-A Indenture)
 
A-4-3
 

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange subject to certain exceptions set forth in the Indenture.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.
 
The Issuer has entered into the Indenture and this Note is issued with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes will be characterized as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for such purposes as indebtedness.

(2011-A Indenture)
 
A-4-4
 

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Controlling Class of Notes representing a majority of the Outstanding Amount of such Controlling Class of Notes at the time Outstanding. The Indenture also contains provisions permitting Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class of Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
 
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
 
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
 
This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.  No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Citibank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuer, the Seller, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

(2011-A Indenture)
 
A-4-5
 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.
 
Date:  ___________________
  
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
       
   
By:
WILMINGTON TRUST COMPANY,
     
not in its individual capacity
     
but solely as Owner Trustee
     
under the Trust Agreement
       
   
By:
  
     
Authorized Signatory
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
 
Date:  ___________________
  
CITIBANK, N.A.,
   
not in its individual capacity
   
but solely as Indenture Trustee
     
   
By:
  
     
Authorized Signatory

(2011-A Indenture)
 
A-4-6
 

ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:  __________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated:  ________________________            */
 
Signature Guaranteed:
 
_____________________________
 
*/           NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Indenture)
 
A-4-7
 

EXHIBIT B
 
[FORM OF CLASS B NOTE]
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
THIS NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, UNLESS SUCH PURCHASER OR TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT ITS PURCHASE AND HOLDING OF THIS NOTE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE IS, AND WILL BE, ELIGIBLE FOR RELIEF UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE; DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 OR ANOTHER APPLICABLE PROHIBITED TRANSACTION EXEMPTION (OR IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A SIMILAR TYPE OF EXEMPTION OR OTHER APPLICABLE RELIEF). BY ITS ACQUISITION OF THIS NOTE IN BOOK-ENTRY FORM OR ANY INTEREST THEREIN, EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT IT SATISFIES THE FOREGOING REQUIREMENTS AND THE INDENTURE TRUSTEE MAY RELY CONCLUSIVELY ON THE SAME FOR PURPOSES HEREOF.
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(2011-A Indenture)
 
B-1-1
 

REGISTERED
$__________(5)
No. R-_____
CUSIP NO. ___________

 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
[_____]% ASSET BACKED NOTE, CLASS B
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal on the Class B Notes pursuant to Section 3.01 of the Indenture dated as of January 27, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of April 15, 2016 (the “Class B Maturity Date”) and the Redemption Date, if any, Pursuant to Article X of the Indenture.  Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein.
 
The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date.  Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months.  Such principal of and interest on this Note shall be paid in the manner specified herein.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
 
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
 
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class B (herein called the “Class B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class B Notes are subject to all terms of the Indenture.
5           Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

(2011-A Indenture)
 
B-1-2
 

The Class B Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.  The Class B Notes are subordinated in right of payment to the Class A Notes and are senior in right of payment to the Class C Notes, to the extent provided in the Indenture.
 
Principal of the Class B Notes will be payable on each Payment Date in an amount described on the face hereof.  “Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Class B Maturity Date and the Redemption Date, if any, pursuant to Article X of the Indenture. Notwithstanding the foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes may declare the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B Noteholders entitled thereto.
 
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
 
The Issuer shall pay interest on overdue installments of interest at the Class B Rate to the extent lawful.

(2011-A Indenture)
 
B-1-3
 

As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange subject to certain exceptions set forth in the Indenture.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.
 
The Issuer has entered into the Indenture and this Note is issued with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes (other than Notes, if any, retained by the Issuer or Person considered to be the same person as the Issuer for United States federal income tax purposes) will be characterized as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes (other than Notes, if any, retained by the Issuer or Person considered to be the same person as the Issuer for United States federal income tax purposes) for such purposes as indebtedness.

(2011-A Indenture)
 
B-1-4
 

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Controlling Class of Notes representing a majority of the Outstanding Amount of such Controlling Class of Notes at the time Outstanding. The Indenture also contains provisions permitting Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class of Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
 
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
 
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
 
This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Citibank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuer, the Seller, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

(2011-A Indenture)
 
B-1-5
 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.
 
Date:  ___________________
  
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
       
   
By:
WILMINGTON TRUST COMPANY,
     
not in its individual capacity
     
but solely as Owner Trustee
     
under the Trust Agreement
       
   
By:
  
     
Authorized Signatory
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
 
Date:  ___________________
  
CITIBANK, N.A.,
   
not in its individual capacity
   
but solely as Indenture Trustee
       
   
By:
  
     
Authorized Signatory

(2011-A Indenture)
 
B-1-6
 

ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:  ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated:  ________________________            */
 
Signature Guaranteed:
_____________________

 
*/           NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Indenture)
 
B-1-7
 

EXHIBIT A-2
 
[FORM OF CLASS C NOTE]
 
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
 
THIS NOTE, OR ANY INTEREST HEREIN, MAY NOT BE PURCHASED BY OR TRANSFERRED TO AN “EMPLOYEE BENEFIT PLAN” WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, ANY ENTITY THAT IS DEEMED TO HOLD “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR ANY GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, UNLESS SUCH PURCHASER OR TRANSFEREE REPRESENTS, WARRANTS AND COVENANTS THAT ITS PURCHASE AND HOLDING OF THIS NOTE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS NOTE IS, AND WILL BE, ELIGIBLE FOR RELIEF UNDER SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE; DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 90-1; PTCE 96-23; PTCE 95-60; PTCE 91-38; PTCE 84-14 OR ANOTHER APPLICABLE PROHIBITED TRANSACTION EXEMPTION (OR IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN SUBJECT TO LAW THAT IS SUBSTANTIALLY SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, A SIMILAR TYPE OF EXEMPTION OR OTHER APPLICABLE RELIEF). BY ITS ACQUISITION OF THIS NOTE IN BOOK-ENTRY FORM OR ANY INTEREST THEREIN, EACH TRANSFEREE WILL BE DEEMED TO HAVE REPRESENTED, WARRANTED AND COVENANTED THAT IT SATISFIES THE FOREGOING REQUIREMENTS AND THE INDENTURE TRUSTEE MAY RELY CONCLUSIVELY ON THE SAME FOR PURPOSES HEREOF.
 
THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

(2011-A Indenture)
 
C-1-1
 

REGISTERED
$__________(6)
No. R-_____
CUSIP NO. ___________

 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
[_____]% ASSET BACKED NOTE, CLASS C
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal on the Class C Notes pursuant to Section 3.01 of the Indenture dated as of January 27, 2011 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of June 15, 2017 (the “Class C Maturity Date”) and the Redemption Date, if any, Pursuant to Article X of the Indenture.  Capitalized terms used but not defined herein are defined in the Indenture, which also contains rules as to construction that shall be applicable herein.
 
The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date.  Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein.
 
The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note.
 
Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
 
This Note is one of a duly authorized issue of Notes of the Issuer, designated as its [____]% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.
6           Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

(2011-A Indenture)
 
C-1-2
 

The Class C Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture.  The Class C Notes are subordinated in right of payment to the Class A Notes and the Class B Notes, to the extent provided in the Indenture.
 
Principal of the Class C Notes will be payable on each Payment Date in an amount described on the face hereof.  “Payment Date” means the 15th day of each month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing March 15, 2011.
 
As described above, the entire unpaid principal amount of this Note shall be due and payable on the earlier of the Class C Maturity Date and the Redemption Date, if any, pursuant to Article X of the Indenture. Notwithstanding the foregoing, if an Event of Default occurs, the Indenture Trustee or the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes may declare the Notes to be immediately due and payable in the manner provided in Section 5.02 of the Indenture. All principal payments on the Class C Notes shall be made pro rata to the Class C Noteholders entitled thereto.
 
Payments of interest on this Note due and payable on each Payment Date, together with the installment of principal, if any, to the extent not in full payment of this Note, shall be made by check mailed to the Person whose name appears as the Registered Holder of this Note (or one or more Predecessor Notes) on the Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice mailed or transmitted by facsimile prior to such Payment Date, and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Indenture Trustee’s Corporate Trust Office or at the office of the Indenture Trustee’s agent appointed for such purposes located in The City of New York.
 
The Issuer shall pay interest on overdue installments of interest at the Class C Rate to the extent lawful.
 
As provided in the Indenture and subject to the limitations set forth therein and on the face hereof, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and thereupon one or more new Notes of authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange subject to certain exceptions set forth in the Indenture.

(2011-A Indenture)
 
C-1-3
 

Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer, including the Seller or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Seller, the Servicer, the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Seller, the Servicer, the Owner Trustee or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity.  Each Noteholder or Note Owner, by its acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Noteholder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.
 
Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such Noteholder or Note Owner will not at any time institute against the Issuer or the Depositor, or join in any institution against the Issuer or the Depositor of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents.
 
The Issuer has entered into the Indenture and this Note is issued with the intention that, for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes (other than Notes, if any, retained by the Issuer or Person considered to be the same person as the Issuer for United States federal income tax purposes) will be characterized as indebtedness secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes (other than Notes, if any, retained by the Issuer or Person considered to be the same person as the Issuer for United States federal income tax purposes) for such purposes as indebtedness.

(2011-A Indenture)
 
C-1-4
 

Prior to the due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent shall be affected by notice to the contrary.
 
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer with the consent of the Holders of the Controlling Class of Notes representing a majority of the Outstanding Amount of such Controlling Class of Notes at the time Outstanding. The Indenture also contains provisions permitting Holders of Notes representing specified percentages of the Outstanding Amount of the Controlling Class of Notes, on behalf of the Holders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note (or any one or more Predecessor Notes) shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Holders of the Notes issued thereunder.
 
The term “Issuer” as used in this Note includes any successor to the Issuer under the Indenture.
 
The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth.
 
This Note and the Indenture shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws.
 
No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed.
 
Anything herein to the contrary notwithstanding, except as expressly provided in the Basic Documents, none of Wilmington Trust Company in its individual capacity, Citibank, N.A. in its individual capacity, any owner of a beneficial interest in the Issuer, the Seller, the Servicer, or any of their respective partners, beneficiaries, agents, officers, directors, employees or successors or assigns shall be personally liable for, nor shall recourse be had to any of them for, the payment of principal of or interest on this Note or performance of, or omission to perform, any of the covenants, obligations or indemnifications contained in the Indenture. The Holder of this Note by its acceptance hereof agrees that, except as expressly provided in the Basic Documents, in the case of an Event of Default under the Indenture, the Holder shall have no claim against any of the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for any and all liabilities, obligations and undertakings contained in the Indenture or in this Note.

(2011-A Indenture)
 
C-1-5
 

IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by its Authorized Officer, as of the date set forth below.
 
Date:  ___________________
  
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
       
   
By:
WILMINGTON TRUST COMPANY,
     
not in its individual capacity
     
but solely as Owner Trustee
     
under the Trust Agreement
       
   
By:
  
     
Authorized Signatory
 
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
 
This is one of the Notes designated above and referred to in the within-mentioned Indenture.
 
Date:  ___________________
  
CITIBANK, N.A.,
   
not in its individual capacity
   
but solely as Indenture Trustee
       
   
By:
  
     
Authorized Signatory

(2011-A Indenture)
 
C-1-6
 

ASSIGNMENT
 
Social Security or taxpayer I.D. or other identifying number of assignee:  ___________________
 
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
 
(name and address of assignee)
 
the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises.
 
Dated:  ________________________              */
 
Signature Guaranteed:
_____________________
 
*/           NOTICE:  The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

(2011-A Indenture)
 
C-1-7
 

EXHIBIT D
 
FORM OF NOTE DEPOSITORY AGREEMENT
 
(Letter of Representations)

[Attached]

(2011-A Indenture)
 
D-1
 
EX-10.1 5 v209270_ex10-1.htm Unassociated Document
 
Exhibit 10.1
 
RECEIVABLES PURCHASE AGREEMENT
 
between
 
HYUNDAI CAPITAL AMERICA,
 
as Seller,
 
and
 
HYUNDAI ABS FUNDING CORPORATION,
 
as Depositor
 
Dated as of January 27, 2011
 
(2011-A Receivables Purchase Agreement)
 
TABLE OF CONTENTS
 
   
Page
     
CERTAIN DEFINITIONS
  
     
ARTICLE II.
CONVEYANCE OF RECEIVABLES
  
     
Section 2.01
Conveyance of Receivables
2
     
Section 2.02
The Closing
3
     
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
  
     
Section 3.01
Representations and Warranties of Depositor
4
     
Section 3.02
Representations and Warranties of Seller
4
     
ARTICLE IV.
CONDITIONS
  
 
 
 
Section 4.01
Conditions to Obligation of the Depositor
12
     
Section 4.02
Conditions to Obligation of the Seller
12
     
ARTICLE V.
COVENANTS OF THE SELLER
  
     
Section 5.01
Protection of Right, Title and Interest
13
     
Section 5.02
Other Liens or Interests
13
     
Section 5.03
Costs and Expenses
13
     
Section 5.04
Hold Harmless
13
     
ARTICLE VI.
INDEMNIFICATION
  
     
Section 6.01
Indemnification
14
     
ARTICLE VII.
MISCELLANEOUS PROVISIONS
  
     
Section 7.01
Obligations of Seller
14
   
 
Section 7.02
Repurchase Events
14
     
Section 7.03
Depositor Assignment of Repurchased Receivables
15
     
Section 7.04
Transfer to the Issuer
15
     
Section 7.05
Amendment
15
     
Section 7.06
Waivers
16
     
Section 7.07
Notices
16
     
Section 7.08
Costs and Expenses
16
     
Section 7.09
Representations of the Seller and the Depositor
16
     
Section 7.10
Confidential Information
16
     
Section 7.11
Headings and Cross-References
16
     
Section 7.12
GOVERNING LAW
16
 
(2011-A Receivables Purchase Agreement)
i
TABLE OF CONTENTS
(Continued)
 
Page
   
Section 7.13
Counterparts
17
     
Section 7.14
Third Party Beneficiary
17
     
Section 7.15
No Proceedings
17
   
 
Section 7.16
Nonpetition Covenant
17
 
Schedule of Receivables
I-1
SCHEDULE II
Receivable File Schedule
II-1
Reconveyance Agreements
III-1
SCHEDULE IV
Conduit Documents
IV-1
 
(2011-A Receivables Purchase Agreement)
ii
 
RECEIVABLES PURCHASE AGREEMENT dated as of January 27, 2011 between HYUNDAI CAPITAL AMERICA, a California corporation, as seller (the “Seller”), and HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation, as depositor (the “Depositor”).
 
RECITALS
 
WHEREAS, in the regular course of its business, the Seller has purchased certain motor vehicle retail installment sale contracts secured by new and used automobiles, light-duty trucks, and minivans from motor vehicle dealers;
 
WHEREAS, the Seller and the Depositor wish to set forth the terms pursuant to which such contracts are to be sold by the Seller to the Depositor; and
 
WHEREAS, the Depositor intends, concurrently with its purchases hereunder, to convey all of its right, title and interest in and to $982,362,180.37 of such contracts to Hyundai Auto Receivables Trust 2011-A (the “Issuer”) pursuant to a Sale and Servicing Agreement dated as of January 27, 2011 (the “Sale and Servicing Agreement”), by and among the Issuer, the Depositor, the Seller, Hyundai Capital America, as Servicer, and Citibank, N.A., as Indenture Trustee, and the Issuer intends to pledge all of its right, title and interest in such contracts to the Indenture Trustee pursuant to the Indenture.
 
NOW, THEREFORE, in consideration of the foregoing, other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree as follows:
 
ARTICLE I.
Certain Definitions
 
Terms not defined in this Agreement shall have the meanings assigned thereto in the Sale and Servicing Agreement or the Indenture.  As used in this Agreement, the following terms shall, unless the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms of the terms defined):
 
“Agreement” shall mean this Receivables Purchase Agreement, as the same may be amended and supplemented from time to time.
 
“Closing Date” shall mean January 27, 2011.
 
“Conduit Documents” shall mean the documents listed on Schedule IV hereto.
 
“Depositor” shall mean Hyundai ABS Funding Corporation, a Delaware corporation, its successors and assigns.
 
“Indemnified Losses” shall have the meaning specified in Section 6.01.
 
“Indemnified Party” shall have the meaning specified in Section 6.01.
 
(2011-A Receivables Purchase Agreement)
 
“Indenture” means the Indenture, dated as of January 27, 2011, between the Issuer and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Purchase Price” shall have the meaning specified in Section 2.01(a).
 
“Receivable” shall mean any Contract listed on Schedule I hereto (which Schedule may be in the form of microfiche).
 
“Reconveyance Documents” shall mean the documents listed on Schedule III hereto.
 
“Registrar of Titles” means with respect to any state, the governmental agency or body responsible for the registration of, and the issuance of certificates of title relating to, motor vehicles and liens thereon.
 
“Repurchase Event” shall have the meaning specified in Section 7.02.
 
“Sale and Servicing Agreement” shall have the meaning set forth in the recitals.
 
“Schedule of Receivables” shall mean the list of Receivables annexed hereto as Schedule I.
 
“Seller” shall mean Hyundai Capital America, a California corporation, its successors and assigns.
 
“Transfer Date” shall mean the Cutoff Date.
 
ARTICLE II.
Conveyance of Receivables
 
Section 2.01          Conveyance of Receivables.
 
(a)           In consideration of the Depositor’s delivery to the Seller on the Closing Date of approximately $914,081,097.55 (the “Purchase Price”) and a capital contribution by the Seller to the Depositor of approximately $68,281,082.82 aggregate principal amount of the Receivables, the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Depositor without recourse (subject to the obligations of the Seller herein) all right, title, and interest of the Seller in and to:
 
(i)           the Receivables and all moneys received thereon on or after the Cutoff Date;
 
(ii)          the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Seller in such Financed Vehicles;
 
(iii)         any Liquidation Proceeds and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any physical damage, credit life or disability insurance policies covering Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy;
 
(2011-A Receivables Purchase Agreement)
2
(iv)         any property that shall have secured any Receivable and that shall have been acquired by or on behalf of the Seller;
 
(v)          all documents and other items contained in the Receivable Files;
 
(vi)         all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and
 
(vii)        the proceeds of any and all of the foregoing.
 
The Seller and the Depositor agree that the Purchase Price for the Receivables sold by the Seller to the Depositor represents fair market value for the Receivables.  The Depositor shall make payment in respect of the Purchase Price upon demand by the Seller.
 
(b)           [Reserved].
 
(c)           [Reserved].
 
(d)           The Seller and the Depositor intend that the transfer of assets by the Seller to the Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the Depositor, rather than the mere granting of a security interest to secure a borrowing.  In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and this Agreement shall constitute a security agreement under applicable law.  Pursuant to the Sale and Servicing Agreement and Section 7.04 hereof, the Depositor may sell, transfer and assign to the Issuer (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any portion of the Depositor’s rights against the Seller under this Agreement and (iii) all proceeds thereof.  Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement, and without further notice to or acknowledgement from the Seller.  The Seller waives, to the extent permitted under applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing Agreement.
 
Section 2.02          The Closing.  The sale and purchase of the Receivables shall take place at a closing at the offices of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.
 
(2011-A Receivables Purchase Agreement)
3
 
ARTICLE III.
Representations and Warranties
 
Section 3.01          Representations and Warranties of Depositor.  The Depositor hereby represents and warrants as follows to the Seller and the Indenture Trustee as of the date hereof and the Transfer Date:
 
(a)           Organization and Good Standing.  The Depositor has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, including the corporate power, authority and legal right to acquire and sell the Receivables.
 
(b)           Power and Authority.  The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action.
 
(c)           No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the charter or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound.  There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Depositor’s ability to perform its obligations under the Basic Documents or the consummation of the transactions as contemplated by the Basic Documents.
 
Section 3.02          Representations and Warranties of Seller.
 
(a)           The Seller hereby represents and warrants as follows to the Depositor and the Indenture Trustee as of the date hereof and as of the Transfer Date:
 
(i)           Organization and Good Standing.  The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
 
(ii)          Due Qualification.  The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely affect the Seller’s ability to acquire, own and service the Receivables.
 
(iii)         Power and Authority.  The Seller has the power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; the Seller had at all relevant times, and has, full power, authority and legal right to sell, transfer and assign the property sold, transferred and assigned to the Depositor hereby and has duly authorized such sale, transfer and assignment to the Depositor by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.
 
(2011-A Receivables Purchase Agreement)
4
 
(iv)         No Violation.  The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of their respective terms do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or bylaws of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement), or violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties.  There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Seller’s ability to perform its obligations under the Basic Documents or the consummation of the transactions as contemplated by the Basic Documents.
 
(v)          No Proceedings.  There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties (A) asserting the invalidity of this Agreement or any other Basic Document to which the Seller is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Basic Document to which the Seller is a party or (C) seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document to which the Seller is a party.
 
(vi)         Valid Sale, Binding Obligation.  This Agreement and the other Basic Documents to which the Seller is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).
 
(vii)        Chief Executive Office.  The chief executive office of the Seller is located at 3161 Michelson Drive, Suite 1900, Irvine, California 92612.
 
(viii)       No Consents.  The Seller is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization, or declaration of or with any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement or any other Basic Document to which it is a party that has not already been obtained, other than (A) UCC filings and (B) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse affect on the enforceability or collectibility of the  Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Basic Documents.
 
(2011-A Receivables Purchase Agreement)
5
 
(ix)          Ordinary Course.  The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.
 
(x)           Solvency.  The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller contemplate any pending insolvency.
 
(xi)          [Reserved].
 
(xii)         Creditors.  The Seller represents and warrants that it did not sell the Receivables to the Depositor with any intent to hinder, delay or defraud any of its creditors.
 
(xiii)        No Notice.  The Seller represents and warrants that it acquired title to the Receivables in good faith, without notice of any adverse claim.
 
(xiv)        Bulk Transfer.  The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.
 
(b)           The Seller makes the following representations and warranties with respect to the Receivables, on which the Depositor relies in accepting the Receivables and in transferring the Receivables to the Issuer under the Sale and Servicing Agreement, and on which the Issuer relies in pledging the same to the Indenture Trustee.  Such representations and warranties speak as of the execution and delivery of this Agreement or as of the Cutoff Date as applicable, but shall survive the sale, transfer and assignment of the Receivables to the Depositor, the subsequent sale, transfer and assignment of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture.
 
(i)           Characteristics of Receivables.  Each Receivable (A) was originated in the United States of America by a Dealer located in the United States of America for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, is payable in United States dollars, has been fully and properly executed by the parties thereto, has been purchased by the Seller from such Dealer under an existing Dealer Agreement and has been validly assigned by such Dealer to the Seller, (B) has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (D) provides for fixed level monthly payments (provided that the payment in the last month of the term of the Receivable may be insignificantly different from the level payments) that fully amortize the Amount Financed by maturity and yield interest at the APR, (E) amortizes using the simple interest method and (F) has an Obligor which is not an affiliate of the Seller, is not a government or governmental subdivision or agency and is not shown on the Servicer’s records as a debtor in pending bankruptcy proceeding.
 
(2011-A Receivables Purchase Agreement)
6
 
(ii)           Compliance with Law.  Each Receivable and the sale of the related Financed Vehicle complied at the time it was originated or made, and at the time of execution of this Agreement complies, in all material respects with all requirements of applicable federal, state and local laws, rulings and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act, the Gramm-Leach-Bliley Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer credit laws and equal credit opportunity and disclosure laws.
 
(iii)         Binding Obligation.  Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Transfer Date of the Servicemembers Civil Relief Act.
 
(iv)         No Government Obligor.  No Receivable is due from the United States of America or any State or any agency, department, subdivision or instrumentality thereof.
 
(v)          Obligor Bankruptcy.  According to the records of the Seller, as of the Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.
 
(vi)         Schedule of Receivables.  The information set forth in Schedule I to this Agreement is true and correct in all material respects as of the close of business on the Cutoff Date.
 
(vii)        Marking Records.  By the Transfer Date, the Seller will have caused its computer and accounting records relating to each Receivable to be clearly and unambiguously marked to show that the Receivables have been sold to the Depositor by the Seller and transferred and assigned by the Depositor to the Issuer in accordance with the terms of the Sale and Servicing Agreement and pledged by the Issuer to the Indenture Trustee in accordance with the terms of the Indenture.
 
(2011-A Receivables Purchase Agreement)
7
 
(viii)       Computer Tape.  The computer tape regarding the Receivables made available by the Seller to the Depositor is complete and accurate in all respects as of the Transfer Date.
 
(ix)          No Adverse Selection.  No selection procedures believed by the Seller to be adverse to the Noteholders were utilized in selecting the Receivables.
 
(x)           Chattel Paper.  Each Receivable constitutes chattel paper within the meaning of the UCC as in effect in the state of origination.
 
(xi)          One Original.  There is only one executed original of each Receivable.
 
(xii)         Receivables in Force.  No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the Lien of the related Receivable in whole or in part.  None of the terms of any Receivable has been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the related Receivable File.
 
(xiii)        Lawful Assignment.  No Receivable has been originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement, the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture.
 
(xiv)       Title.  It is the intention of the Seller that the transfers and assignments herein contemplated constitute sales of the Receivables from the Seller to the Depositor and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  No Receivable, other than the Receivables identified in the Reconveyance Documents, has been sold, transferred, assigned or pledged by the Seller to any Person other than to the Depositor or pursuant to this Agreement (or by the Depositor to any other Person other than to the Issuer pursuant to the Sale and Servicing Agreement).  Except with respect to the Liens under the Conduit Documents (which such Liens shall be released in accordance with provisions of the Reconveyance Documents), immediately prior to the transfers and assignments herein contemplated, the Seller has good and marketable title to each Receivable free and clear of all Liens, and, immediately upon the transfer thereof, the Depositor shall have good and marketable title to each Receivable, free and clear of all Liens and, immediately upon the transfer thereof from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and, immediately upon the pledge thereof from the Issuer to the Indenture Trustee pursuant to the Indenture, the Indenture Trustee shall have a first priority perfected security interest in each Receivable.
 
(xv)        Security Interest in Financed Vehicle.  Immediately prior to its sale, assignment and transfer to the Depositor pursuant to this Agreement, each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of the Seller as secured party, or all necessary and appropriate actions have been commenced that will result in the valid perfection of a first priority security interest in such Financed Vehicle in favor of the Seller as secured party.
 
(2011-A Receivables Purchase Agreement)
8
 
(xvi)       All Filings Made.  All filings (including UCC filings, except for UCC releases required to be filed in accordance with the Reconveyance Documents) required to be made in any jurisdiction to give the Issuer a first perfected ownership interest in the Receivables and the Indenture Trustee a first priority perfected security interest in the Receivables have been made.
 
(xvii)      No Defenses.  No Receivable is subject to any right of rescission, setoff, counterclaim, dispute or defense, including the defense of usury, whether arising out of transactions concerning the Receivable or otherwise, and the operation of any terms of the Receivable or the exercise by the Seller or the Obligor of any right under the Receivable will not render the Receivable unenforceable in whole or in part, and no such right of rescission, setoff, counterclaim, dispute or defense, including the defense of usury, has been asserted with respect thereto.
 
(xviii)     No Default.  As of the Cutoff Date, the Servicer’s accounting records did not disclose that there was any default, breach, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than 30 days), or that any condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing.
 
(xix)        Insurance.  The Seller, in accordance with its customary procedures, has determined at the origination of the Receivable that the Obligor had obtained physical damage insurance covering the related Finance Vehicle at that time and under the terms of each Receivable, the Obligor is required to maintain physical damage insurance covering the related Financed Vehicle and to name the Seller as a loss payee.
 
(xx)         Final Scheduled Maturity Date.  No Receivable has a final scheduled payment date after November 29, 2016.
 
(xxi)        Certain Characteristics of the Receivables.  As of the applicable Cutoff Date, (A) each Receivable had an original maturity of not less than 12 or more than 72 months and (B) no Receivable was more than 30 days past due as of the Cutoff Date.
 
(xxii)       No Foreign Obligor.  All of the Receivables were originated in the United States of America.
 
(xxiii)      No Extensions.  The number or timing of scheduled payments has not been changed on any Receivable on or before the Cutoff Date, except as reflected on the computer tape delivered in connection with the sale of the Receivables.
 
(xxiv)      [Reserved].
 
(xxv)       [Reserved].
 
(2011-A Receivables Purchase Agreement)
9
 
(xxvi)      No Fleet Sales.  No Receivable has been included in a “fleet” sale (i.e., a sale to any single Obligor of more than five Financed Vehicles).
 
(xxvii)     Receivable Files.  The Servicer has in its possession all original copies of documents or instruments that constitute or evidence the Receivables.  The Receivable Files that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Depositor, except for such Liens as have been released on or before the Closing Date.  All financing statements filed or to be filed against the Seller in favor of the Depositor in connection herewith describing the Receivables contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Receivables Purchase Agreement, will violate the rights of the Depositor.”
 
(xxviii)    No Fraud or Misrepresentation.  Each Receivable was originated by a Dealer and was sold by the Dealer to the Seller, to the best of the Seller’s knowledge, without fraud or misrepresentation on the part of such Dealer in either case.
 
(xxix)      Receivables Not Assumable.  No Receivable is assumable by another person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.
 
(xxx)       No Impairment.  The Seller has not done anything to convey any right to any person that would result in such person having a right to payments due under a Receivable or otherwise to impair the rights of the Depositor in any Receivable or the proceeds thereof.
 
(xxxi)      [Reserved].
 
(xxxii)     No Corporate Obligor.  All of the Receivables are due from Obligors who are natural persons.
 
(xxxiii)    No Liens.  According to the Servicer’s records as of the Cutoff Date, no liens or claims have been filed for work, labor or materials relating to a Financed Vehicle that are prior to, or equal or coordinate with the security interest in the Financed Vehicles granted by the Receivables.
 
(xxxiv)    [Reserved].
 
(xxxv)     APR.  No Receivable has an APR of less than 0.00% and the weighted average coupon on the pool of Receivables is at least 4.74%.
 
(xxxvi)    Remaining Term.  Each Receivable has a remaining term of at least 4 months and no more than 72 months.
 
(xxxvii)   Original Term.  The weighted average original term for the Receivables is at least 64.55 months.
 
(2011-A Receivables Purchase Agreement)
10
 
(xxxviii)  Remaining Balance.  Each Receivable has a remaining balance of at least $2,000.09 and not greater than $56,355.31.
 
(xxxix)     New Vehicles.  At least 98.57% of the aggregate principal balance of the Receivables is secured by Financed Vehicles which were new at the date of origination.
 
(xl)          [Reserved].
 
(xli)         No Repossessions.  No Financed Vehicle has been repossessed on or prior to the applicable Cutoff Date.
 
(xlii)        [Reserved].
 
(xliii)       [Reserved].
 
(xliv)       Dealer Agreements.  Each Dealer from whom the Seller purchases Receivables has entered into a Dealer Agreement with the Seller providing for the sale of Receivables from time to time by such Dealer to the Seller.
 
(xlv)        Receivable Obligations.  To the best of the Seller’s knowledge, no notice to or consent from any Obligor is necessary to effect the acquisition of the Receivables by the Issuer.
 
(xlvi)      [Reserved].
 
(xlvii)     Computer Tape.  The computer tape from which the selection of the Receivables being acquired on the Closing Date was made available to the accountants that are providing a comfort letter to the Noteholders in connection with the numerical information regarding the Receivables and the Notes.
 
(xlviii)    No Future Disbursement.  At the time each Receivable was acquired from the Dealer, the Amount Financed was fully disbursed.  There is no requirement for future advances of principal thereunder, and, other than in connection with Dealer participations, all fees and expenses in connection with the origination of such Receivable have been paid.
 
(xlix)       [Reserved].
 
(l)           [Reserved].
 
(li)          [Reserved].
 
(lii)         [Reserved].
 
(liii)        [Reserved].
 
(liv)        No Consumer Leases.  No Receivable constitutes a “consumer lease” under either (a) the UCC as in effect in the jurisdiction whose law governs the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.
 
(2011-A Receivables Purchase Agreement)
11
 
(lv)         Balance as of Cutoff Date.  The aggregate principal balance of the Receivables as of the Cutoff Date is equal to $982,362,180.37.
 
ARTICLE IV.
Conditions
 
Section 4.01          Conditions to Obligation of the Depositor.  The obligation of the Depositor to purchase the Receivables is subject to the satisfaction of the following conditions:
 
(a)           Representations and Warranties True.  The representations and warranties of the Seller hereunder shall be true and correct on the Transfer Date with the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the Transfer Date.
 
(b)           Computer Files Marked.  The Seller shall, at its own expense, on or prior to the Transfer Date, indicate in its computer files that the Receivables have been sold to the Depositor pursuant to this Agreement and deliver to the Depositor the Schedule of Receivables, certified by the Seller’s President, a Vice President or the Treasurer to be true, correct and complete.
 
(c)           Documents To Be Delivered by the Seller on the Closing Date.
 
(i)           Evidence of UCC Filing.  On or prior to the Closing Date, the Seller shall record and file, at its own expense, a UCC-1 financing statement, in each jurisdiction in which required by applicable law, naming the Seller as debtor and naming the Depositor as secured party, describing the Receivables and the other assets assigned to the Depositor pursuant to Section 2.01 hereof, meeting the requirements of the laws of each such jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables and such other assets to the Depositor.  The Seller shall deliver to the Depositor a file-stamped copy or other evidence satisfactory to the Depositor of such filing on or prior to the Closing Date.
 
(ii)           Other Documents.  Such other documents as the Depositor may reasonably request.
 
(d)           Other Transactions.  The transactions contemplated by the Sale and Servicing Agreement, the Indenture and the Trust Agreement to be consummated on the Closing Date shall be consummated on such date.
 
Section 4.02          Conditions to Obligation of the Seller.  The obligation of the Seller to sell the Receivables to the Depositor is subject to the satisfaction of the following conditions:
 
(a)           Representations and Warranties True.  The representations and warranties of the Depositor hereunder shall be true and correct on the Closing Date with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior to the Closing Date.
 
(b)           Receivables Purchase Price.  On the Closing Date, the Depositor shall have delivered to the Seller the Purchase Price specified in Section 2.01.
 
(2011-A Receivables Purchase Agreement)
12
 
ARTICLE V.
Covenants of the Seller
 
The Seller agrees with the Depositor and the Indenture Trustee as follows:
 
Section 5.01          Protection of Right, Title and Interest.
 
(a)           Filings.  The Seller shall cause, at its own expense, all financing statements and continuation statements and any other necessary documents (other than the costs to re-title the Financed Vehicles in order to name a party other than the Seller as lienholder) covering the right, title and interest of the Seller, the Depositor, the Trust and the Indenture Trustee, respectively, in and to the Receivables and the other property included in the Trust Estate to be promptly filed and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Depositor hereunder, the Trust under the Sale and Servicing Agreement and the Indenture Trustee under the Indenture in and to the Receivables and the other property included in the Trust Estate.  The Seller shall deliver to the Depositor and the Indenture Trustee file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration or filing.  The Depositor shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph.
 
(b)           Name Change.  If the Seller makes any change in its name, identity or corporate structure that would make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the applicable provisions of the UCC or any title statute, the Seller shall give the Depositor, the Indenture Trustee and the Owner Trustee prompt written notice thereof and shall promptly file such financing statements or amendments as may be necessary to continue the perfection of the Depositor’s and the Indenture Trustee’s interest in the property conveyed pursuant to Section 2.01.
 
Section 5.02         Other Liens or Interests.  Except for the conveyances hereunder and pursuant to the Basic Documents, the Seller shall not sell, pledge, assign or transfer to any Person, or grant, create, incur, assume, or suffer to exist any Lien on, or any interest in, to or under the Receivables, and the Seller shall defend the right, title and interest of the Depositor, the Trust and the Indenture Trustee in, to and under the Receivables against all claims of third parties claiming through or under the Seller.
 
Section 5.03         Costs and Expenses.  The Seller agrees to pay all reasonable costs and disbursements in connection with the perfection, as against all third parties, of the Depositor’s, the Issuer’s and the Indenture Trustee’s right, title and interest in and to the Receivables and the other property included in the Trust Estate.
 
Section 5.04         Hold Harmless.  Seller shall protect, defend, indemnify and hold the Depositor and the Issuer and their respective assigns and their attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, claims, damages and expenses of every kind and character, as incurred, resulting from or relating to or arising out of (i) the inaccuracy, nonfulfillment or breach of any representation, warranty, covenant or agreement made by Seller in this Agreement, (ii) any legal action, including, without limitation, any counterclaim, that has either been settled by the litigants (which settlement, if Seller is not a party thereto shall be with the consent of Seller) or has proceeded to judgment by a court of competent jurisdiction, in either case to the extent it is based upon alleged facts that, if true, would constitute a breach of any representation, warranty, covenant or agreement made by Seller in this Agreement, (iii) any actions or omissions of Seller or any employee or agent of Seller or any Dealer occurring prior to the Transfer Date with respect to any of the Receivables or Financed Vehicles or (iv) any failure of a Receivable to be originated in compliance with all requirements of law.  These indemnity obligations shall be in addition to any obligation that the Seller may otherwise have.
 
(2011-A Receivables Purchase Agreement)
13
 
ARTICLE VI.
Indemnification
 
Section 6.01         Indemnification.
 
Without limiting any other rights any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless the Depositor and its officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Losses”) at any time imposed on or incurred by any Indemnified Party arising out of or otherwise relating to this Agreement, the transactions contemplated hereby or the acquisition of any of the Receivables, or any action taken or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified Losses to the extent (a) such Indemnified Losses resulted from gross negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) due to the financial inability of the Obligor to pay a Receivable and for which reimbursement would constitute recourse to the Seller for uncollectible Receivables or (c) such Indemnified Losses include taxes on, or measured by, the overall net income of the Depositor or any other Indemnified Party.
 
ARTICLE VII.
Miscellaneous Provisions
 
Section 7.01          Obligations of Seller.  The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.
 
Section 7.02         Repurchase Events.  The Seller hereby covenants and agrees that the occurrence of a breach of any of the Seller’s representations and warranties contained in Section 3.02(b), with respect to any Receivable shall constitute an event obligating the Seller to repurchase such Receivable if the interest of the Noteholders or the Issuer are materially and adversely affected by such breach (each, a “Repurchase Event”).  If the Seller does not correct or cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier date) after the date that the Seller became aware or was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period.  Any such purchase by the Seller shall be at a price equal to the Purchased Amount.  In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account on the applicable Payment Date.  Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto.  It is understood and agreed that the right to cause the Seller to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee.  Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02.
 
(2011-A Receivables Purchase Agreement)
14
 
Section 7.03         Depositor Assignment of Repurchased Receivables.  With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the Depositor shall assign, without recourse, representation or warranty, to the Seller all of the Depositor’s right, title and interest in and to such Receivables and all security and documents relating thereto.
 
Section 7.04         Transfer to the Issuer.  The Seller acknowledges and agrees that (1) the Depositor will, pursuant to the Sale and Servicing Agreement, transfer and assign the Receivables and assign its rights under this Agreement with respect thereto to the Issuer and, pursuant to the Indenture, the Issuer will pledge the Receivables to the Indenture Trustee, and (2) the representations and warranties contained in this Agreement and the rights of the Depositor under this Agreement, including under Section 7.02, are intended to benefit the Issuer, the Noteholders and the Certificateholder.  The Seller hereby consents to such transfers and assignments and agrees that enforcement of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have the same force and effect as if the right or remedy had been enforced or executed by the Depositor.
 
Section 7.05         Amendment.  This Agreement may be amended from time to time, with prior written notice to the Rating Agencies but without the consent of the Noteholders or the Certificateholder, by a written amendment duly executed and delivered by the Seller and the Depositor, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Noteholders or the Certificateholder; provided that such amendment shall not materially and adversely affect the interest of any Noteholder or Certificateholder.  This Agreement may also be amended by the Seller and the Depositor, with prior written notice to the Rating Agencies and the prior written consent of Holders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Class of the Notes and Holders of Certificates evidencing at least a majority of the Certificate Balance (excluding, for purposes of this Section 7.05, Certificates held by the Seller or any of its affiliates), for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided, however, that no such amendment may (i) reduce the interest rate or principal amount of any Note or Certificate or delay the Stated Maturity Date of any Note without the consent of the Holder of such Note or (ii) reduce the aforesaid percentage of the Notes or the Certificates that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Notes and Certificates.
 
(2011-A Receivables Purchase Agreement)
15
 
Section 7.06         Waivers.  No failure or delay on the part of the Depositor, the Issuer or the Indenture Trustee in exercising any power, right or remedy under this Agreement or the Bill of Sale shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.
 
Section 7.07          Notices.  All demands, notices and communications under this Agreement shall be in writing, electronically delivered, personally delivered or mailed by certified mail, return receipt requested, to:  (1) in the case of the Seller, Hyundai Capital America, 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: Vice President, Finance, with a copy to General Counsel; (2) in the case of the Depositor, Hyundai ABS Funding Corporation, 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: Vice President and Secretary, with a copy to General Counsel; (3) in the case of Moody’s, Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007; and (4) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com or at the following address: Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, 55 Water Street (40th Floor), New York, New York 10041, Attention:  ABS Surveillance Department; or as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
 
Section 7.08          Costs and Expenses.  The Seller shall pay all expenses incident to the performance of its obligations under this Agreement and the Seller agrees to pay all reasonable out-of-pocket costs and expenses of the Depositor, in connection with the perfection as against third parties of the Depositor’s, the Issuer’s and the Indenture Trustee’s right, title and interest in and to the Receivables and the enforcement of any obligation of the Seller hereunder.
 
Section 7.09         Representations of the Seller and the Depositor.  The respective agreements, representations, warranties and other statements by the Seller and the Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.
 
Section 7.10         Confidential Information.  The Depositor agrees that it will neither use nor disclose to any Person the names and addresses of the Obligors, except to enforce the Depositor’s rights hereunder, under the Receivables, under the Sale and Servicing Agreement or any other Basic Document, or as required by any of the foregoing or by law.
 
Section 7.11         Headings and Cross-References.  The various headings in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.  References in this Agreement to section names or numbers are to such Sections of this Agreement.
 
Section 7.12         GOVERNING LAW.  THIS AGREEMENT AND THE ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER OR THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
 
(2011-A Receivables Purchase Agreement)
16
 
Section 7.13          Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.
 
Section 7.14          Third Party Beneficiary.  The Indenture Trustee is an express third party beneficiary of this Agreement and shall be entitled to enforce the provisions of this Agreement as if it were a party hereto.
 
Section 7.15         No Proceedings.  So long as this Agreement is in effect, and for one year plus one day following its termination, the Seller agrees that it will not file any involuntary petition or otherwise institute any bankruptcy, reorganization arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy law or similar law against the Trust.
 
Section 7.16         Nonpetition Covenant.  Notwithstanding any prior termination of this Agreement, the Seller shall not, prior to the date that is one year and one day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Depositor.
 
[Remainder of Page Intentionally Left Blank]
 
(2011-A Receivables Purchase Agreement)
17
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date and year first above written.
 
 
HYUNDAI CAPITAL AMERICA
     
 
By:
/s/  Dae Kwon Ko
 
Name:
   Dae Kwon Ko
 
Title:
   Treasurer
 
(2011-A Receivables Purchase Agreement)
S-1
 
HYUNDAI ABS FUNDING CORPORATION
   
By:
/s/ Min Sok Randy Park
Name:
  Min Sok Randy Park
Title:
  Vice President and Secretary
 
(2011-A Receivables Purchase Agreement)
S-2
 
SCHEDULE I
 
Schedule of Receivables
 
[To be delivered to the Trust at Closing]
(2011-A Receivables Purchase Agreement)
I-1
SCHEDULE II
 
Receivable File Schedule
 
1.
All documents obtained or created in connection with the credit investigation.
 
2.
All Obligor records including without limitation (i) file copy of Receivable; (ii) copy of Dealer assignment (if applicable) and any intervening assignments; (iii) warranty copy (if applicable); (iv) credit life insurance policy (if applicable); (v) proof of auto insurance or obligor agreement to provide such insurance; (vi) title application; (vii) contract verification sheet; and (viii) original application.
 
3.
Original document file together with all documents maintained therein.
 
4.
Any and all other documents that the Servicer shall keep on file in accordance with its customary procedures relating to a Receivable, an Obligor or a Financed Vehicle.
 
(2011-A Receivables Purchase Agreement)
II-1
 
SCHEDULE III
 
Reconveyance Agreements
 
Release, dated as of January 27, 2011, by JPMorgan Chase Bank, N.A., as administrative agent.
 
Receivables Transfer Agreement and Assignment, dated as of January 27, 2011, between Hyundai Capital America and Hyundai HK Funding, LLC.
 
(2011-A Receivables Purchase Agreement)
III-1
 
SCHEDULE IV
 
Conduit Documents
 
Receivables Sale Agreement, dated as of May 20, 2010, between Hyundai Capital America, as seller, and Hyundai HK Funding, LLC, as buyer.

Loan and Security Agreement, dated as of May 20, 2010, among Hyundai HK Funding, LLC, as the borrower, Hyundai Capital America, as the servicer, each of the commercial paper conduits from time to time party thereto, as the conduit lenders, each of the financial institutions from time to time party thereto, as the committed lenders, each of the financial institutions from time to time party thereto, as the group agents and JPMorgan Chase Bank, N.A., as the administrative agent, on behalf of the secured parties, as amended from time to time.
 
(2011-A Receivables Purchase Agreement)
IV-1
 
 EX-10.2 6 v209270_ex10-2.htm Unassociated Document
Exhibit 10.2
 
SALE AND SERVICING AGREEMENT
 
among
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A,
Issuer,
 
HYUNDAI ABS FUNDING CORPORATION,
Depositor,
 
HYUNDAI CAPITAL AMERICA,
Seller and Servicer,
 
and
 
CITIBANK, N.A.,
Indenture Trustee
 
Dated as of January 27, 2011
 
 
 
  
TABLE OF CONTENTS
  
   
 
Page
   
ARTICLE I.
DEFINITIONS
1
     
 
Section 1.01
Definitions
1
 
Section 1.02
Other Definitional Provisions
16
       
ARTICLE II.
  
CONVEYANCE OF RECEIVABLES
17
 
Section 2.01
Conveyance of Receivables
17
       
ARTICLE III.
  
THE RECEIVABLES
18
 
Section 3.01
Representations and Warranties of the Seller
18
 
Section 3.02
Representations and Warranties of the Depositor
19
 
Section 3.03
Repurchase upon Breach
20
     
ARTICLE IV.
ADMINISTRATION AND SERVICING OF RECEIVABLES
21
     
 
Section 4.01
Duties of Servicer
21
 
Section 4.02
Collection of Receivable Payments; Modifications of Receivables
21
 
Section 4.03
Realization upon Receivables
23
 
Section 4.04
Target Overcollateralization Amount and Reserve Account Required Amount
23
 
Section 4.05
Maintenance of Security Interests in Financed Vehicles
23
 
Section 4.06
Covenants of Servicer
24
 
Section 4.07
Purchase of Receivables Upon Breach
24
 
Section 4.08
Servicing Fee
25
 
Section 4.09
Servicer’s Certificate
25
 
Section 4.10
Annual Statement as to Compliance, Notice of Servicer Termination Event
25
 
Section 4.11
Compliance with Regulation AB
26
 
Section 4.12
Access to Certain Documentation and Information Regarding Receivables
26
 
Section 4.13
Term of Servicer
26
 
Section 4.14
Annual Independent Accountants’ Report
26
 
Section 4.15
Reports to the Commission
26
 
Section 4.16
Compensation of Indenture Trustee
27
     
ARTICLE V.
DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS
27
     
 
Section 5.01
Accounts
27
 
Section 5.02
Application of Collections
29
 
Section 5.03
Property of the Trust
29
 
Section 5.04
Purchased Amounts
29
 
Section 5.05
Distributions
29
 
Section 5.06
Reserve Account
31
 
Section 5.07
Statements to Securityholders
32
 
Section 5.08
Advances by the Servicer
32
(2011-A Sale and Servicing Agreement)
 
-i-
 
 
TABLE OF CONTENTS
(Continued)
   
 
Page
   
ARTICLE VI.
THE DEPOSITOR
32
     
 
Section 6.01
Representations of Depositor
32
 
Section 6.02
Corporate Existence
34
 
Section 6.03
Liability of Depositor
34
 
Section 6.04
Merger or Consolidation of, or Assumption of the Obligations of, Depositor
35
 
Section 6.05
Amendment of Depositor’s Organizational Documents
35
     
ARTICLE VII.
THE SERVICER
35
     
 
Section 7.01
Representations of Servicer
35
 
Section 7.02
Indemnities of Servicer
37
 
Section 7.03
Merger or Consolidation of, or Assumption of the Obligations of, Servicer
38
 
Section 7.04
Limitation on Liability of Servicer and Others
39
 
Section 7.05
Delegation of Duties
39
 
Section 7.06
Servicer Not to Resign
39
 
Section 7.07
Fidelity Bond
39
     
ARTICLE VIII.
DEFAULT
40
     
 
Section 8.01
Servicer Termination Events
40
 
Section 8.02
Consequences of a Servicer Termination Event
40
 
Section 8.03
Appointment of Successor Servicer
41
 
Section 8.04
Notification to Securityholders
41
 
Section 8.05
Waiver of Past Defaults
42
     
ARTICLE IX.
TERMINATION
42
     
 
Section 9.01
Optional Purchase of All Receivables
42
     
ARTICLE X.
MISCELLANEOUS
42
     
 
Section 10.01
Amendment
42
 
Section 10.02
Protection of Title to Trust
43
 
Section 10.03
Notices
45
 
Section 10.04
Assignment by the Depositor or the Servicer
45
 
Section 10.05
Limitations on Rights of Others
46
 
Section 10.06
Severability
46
 
Section 10.07
Counterparts
46
 
Section 10.08
Headings
46
 
Section 10.09
GOVERNING LAW
46
 
Section 10.10
Assignment by Issuer
46
 
Section 10.11
Nonpetition Covenants
46
 
Section 10.12
Limitation of Liability of Owner Trustee and Indenture Trustee
46
 
Section 10.13
Information to Be Provided by the Indenture Trustee
47
 
Section 10.14
Form 8-K Filings
48

(2011-A Sale and Servicing Agreement)
 
-ii-
 
 
TABLE OF CONTENTS
(continued)
   
 
Page
     
Exhibit A
Representations and Warranties of Hyundai Capital America Under Section 3.02 of the Receivables Purchase Agreement
Exh. A-1
Exhibit B
Form of Record Date Statement
Exh. B-1
Exhibit C
Form of Servicer’s Certificate
Exh. C-1
Exhibit D
Form of Indenture Trustee’s Annual Sarbanes Certification
Exh. D-1
Schedule A
Schedule of Receivables
Sched. A-1
Schedule B
Yield Supplement Overcollateralization Amount
Sched. B-1
Appendix A
Regulation AB Representations, Warranties and Covenants
App. A-1
Schedule I
Servicing Criteria To Be Addressed by Indenture Trustee in Assessment of Compliance
Sched. I-1
(2011-A Sale and Servicing Agreement)
 
-iii-
 

This SALE AND SERVICING AGREEMENT, dated as of January 27, 2011, among HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a Delaware statutory trust (the “Issuer”), HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation (the “Depositor”), HYUNDAI CAPITAL AMERICA, a California corporation, as servicer (in such capacity, the “Servicer”) and as seller (in such capacity, the “Seller”), and CITIBANK, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”).
 
WHEREAS, the Issuer desires to purchase a portfolio of receivables arising in connection with automobile retail installment sale contracts acquired by the Seller in the ordinary course of business and sold by the Seller to the Depositor;
 
WHEREAS, the Depositor is willing to sell such receivables to the Issuer; and
 
WHEREAS, the Servicer is willing to service such receivables.
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows:
 
ARTICLE I.
 
DEFINITIONS
 
Section 1.01    Definitions.  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
 
“Adjusted Pool Balance” means, (a) as of the Closing Date, an amount equal to (x) the Pool Balance as of the Cutoff Date minus (y) the Yield Supplement Overcollateralization Amount for the Closing Date and (b) for any Payment Date an amount equal to (x) the Pool Balance as of the end of the Collection Period preceding that Payment Date less (y) the Yield Supplement Overcollateralization Amount with respect to such Payment Date.
 
“Administration Agreement” means the Owner Trust Administration Agreement, dated as of January 27, 2011, among Hyundai Auto Receivables Trust 2011-A, Hyundai Capital America, and Citibank, N.A., a national banking association, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Administrator” means Hyundai Capital America, a California corporation, and its successors in interest.
 
“Advance” means, as to any Payment Date, an advance made by the Servicer on such Payment Date pursuant to Section 5.08 in respect of the aggregate of all Scheduled Payments of interest which were due during the related Collection Period that remained unpaid at the end of such Collection Period.
 
“Agreement” means this Sale and Servicing Agreement, as amended, supplemented, amended and restated or otherwise modified from time to time.
(2011-A Sale and Servicing Agreement)
 
 
 
  
“Amount Financed” means with respect to a Receivable, the amount advanced under the Receivable toward the purchase price of the Financed Vehicle and any related costs.
 
“Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges stated in the related Contract.
 
“Available Amounts” means, with respect to any Payment Date, the sum of the following amounts (without duplication) with respect to the related Collection Period:  (i) all Collections on Receivables, (ii) the Purchased Amount of each Receivable that becomes a Purchased Receivable, (iii) Advances, (iv) Recoveries, and (v) any amounts paid by the Servicer in connection with a purchase of Receivables pursuant to Section 9.01(a) hereof.
 
“Available Amounts Shortfall” means, with respect to any Payment Date, the positive difference, if any, of the Total Required Payment for such Payment Date minus the Available Amounts for such Payment Date.
 
“Basic Documents” means the Trust Agreement, the Securities Account Control Agreement, the Indenture, this Agreement, the Receivables Purchase Agreement, the Administration Agreement, the Note Depository Agreement, and other documents and certificates delivered in connection therewith.
 
“Business Day” means any day other than a Saturday, a Sunday or a day on which a commercial banking institution in the states of California, Delaware or New York are authorized or obligated by law or executive order to remain closed.
 
“Certificate” means a certificate evidencing the beneficial interest of a Certificateholder in the Trust.
 
“Certificateholders” has the meaning assigned to such term in the Trust Agreement.
 
“Class” means any one of the classes of Notes.
 
“Class A Noteholders” means the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders and the Class A-4 Noteholders.
 
“Class A Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.
 
“Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.
 
“Class A-1 Notes” means the 0.31830% Asset Backed Notes, Class A-1, substantially in the form of Exhibit A-1 to the Indenture.
 
“Class A-1 Rate” means 0.31830% per annum, computed on the basis of an actual/360-day year.
(2011-A Sale and Servicing Agreement)
 
2
 
“Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered in the Note Register.
 
“Class A-2 Notes” means the 0.69% Asset Backed Notes, Class A-2, substantially in the form of Exhibit A-2 to the Indenture.
 
“Class A-2 Rate” means 0.69% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.
 
“Class A-3 Notes” means the 1.16% Asset Backed Notes, Class A-3, substantially in the form of Exhibit A-3 to the Indenture.
 
“Class A-3 Rate” means 1.16% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.
 
“Class A-4 Notes” means the 1.78% Asset Backed Notes, Class A-4, substantially in the form of Exhibit A-4 to the Indenture.
 
“Class A-4 Rate” means 1.78% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.
 
“Class B Notes” means the 2.45% Asset Backed Notes, Class B, substantially in the form of Exhibit B to the Indenture.
 
“Class B Rate” means 2.45% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
 “Class C Noteholder” means the Person in whose name a Class C Note is registered in the Note Register.
 
“Class C Notes” means the 3.00% Asset Backed Notes, Class C, substantially in the form of Exhibit C to the Indenture.
 
“Class C Rate” means 3.00% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
 
“Closing Date” means January 27, 2011.
 
“CFR” means the Code of Federal Regulations.
(2011-A Sale and Servicing Agreement)
 
3
 
  
“Collateral” has the meaning specified in the Granting Clause of the Indenture.
 
“Collection Account” means the account designated as such, established and maintained pursuant to Section 5.01 of this Agreement.
 
“Collection Period” means each fiscal month of the Servicer during the term of this Agreement; provided, however, that the first Collection Period is the period from and including January 2, 2011 through and including February 28, 2011.  With respect to any Determination Date or Payment Date, the “related Collection Period” means the Collection Period preceding the fiscal month in which such Determination Date or Payment Date occurs.
 
“Collections” means, with respect to any Receivable and to the extent received by the Servicer after the Cutoff Date, (a) any monthly payment by or on behalf of the Obligor thereunder, (b) full or partial prepayment of that Receivable, (c) all Liquidation Proceeds and (d) any other amounts received by the Servicer which, in accordance with its customary servicing practices, would be applied to the payment of accrued interest or to reduce the Principal Balance of that Receivable; provided, however, that the term “Collections” in no event will include (i) any amounts in respect of any Receivable purchased by the Servicer, the Seller or the Depositor on a prior Payment Date or (ii) any late fees, extension fees, non-sufficient funds charges and any and all other administrative fees or similar charges allowed by applicable law with respect to any Receivable and payable to the Servicer.
 
“Commission” means the Securities and Exchange Commission.
 
“Contract” means a motor vehicle retail installment sale contract.
 
“Controlling Class” means with respect to any Notes that are Outstanding, the Class A Notes (voting together as a single class) so long as the Class A Notes are Outstanding, and thereafter the Class B Notes so long as any Class B Notes are Outstanding and thereafter the Class C Notes so long as any Class C Notes are Outstanding, excluding in each case, Notes held by the Depositor, the Servicer or their affiliates.
 
“Conveyed Assets” has the meaning provided in Section 2.01.
 
 “Corporate Trust Office” has the meaning set forth in the Indenture.
 
“Credit and Collection Policy” means the credit and collection practices, policies and procedures of HCA from time to time.
 
“Cutoff Date” means the close of business on January 1, 2011.
 
“Dealer” means the dealer who sold a Financed Vehicle and who originated the related Receivable and assigned it to HCA pursuant to a Dealer Agreement.
 
“Dealer Agreement” means an agreement between HCA and a Dealer pursuant to which such Dealer sells Contracts to HCA.
(2011-A Sale and Servicing Agreement)
 
4
 
   “Defaulted Receivables” means any Receivable (a) on which any installment is unpaid more than sixty (60) days past its original due date or (b) where the Servicer’s records show that the Obligor has suffered an Insolvency Event.
 
   “Deliver” or “Delivered”:  when used with respect to Trust Account Property means when the relevant steps specified below are accomplished with respect to such Trust Account Property:
 
(a)           if such Trust Account Property is an instrument or a certificated security (each as defined in the UCC), by (i) delivering such instrument or security certificate to the Eligible Institution then maintaining the applicable Eligible Account either registered in the name of such Eligible Institution, or indorsed, by an effective endorsement, to the Eligible Institution or in blank (provided, that no endorsement shall be required for certificated securities in bearer form), (ii) causing such Eligible Institution to maintain (on behalf of the Indenture Trustee) continuous possession of such instrument or security certificate, (iii) causing the Eligible Institution to credit such instrument or certificated security to the appropriate Eligible Account, (iv) causing the Eligible Institution to agree to treat all such instruments and certificated securities as “financial assets” (as defined in the UCC) and (v) causing the Eligible Institution to agree pursuant to a Control Agreement that it will comply with “entitlement orders” (as defined in the UCC) originated by the Indenture Trustee with respect to each security entitlement (as defined in the UCC) relating to such instruments and certificated securities without further consent by the Depositor, the Issuer or any other Person;
 
(b)           if such Trust Account Property is a security entitlement (as defined in the UCC), by (i) causing the Eligible Institution then maintaining the applicable Eligible Account to become the entitlement holder of such security entitlement, (ii) causing the Eligible Institution to credit such security entitlement to the appropriate Eligible Account thereby creating a securities entitlement with respect to the financial asset underlying such securities entitlement and (iii) causing the Eligible Institution to agree pursuant to a Control Agreement that it will comply with “entitlement orders” (as defined in the UCC) originated by the Indenture Trustee with respect to each security entitlement (as defined in the UCC) without further consent by the Depositor, Issuer or any other Person;
 
(c)           if such Trust Account Property is an uncertificated security (as defined in the UCC), by (i) causing the Eligible Institution then maintaining the applicable Eligible Account to become the registered owner of such uncertificated security, (ii) causing such registration to remain effective, (iii) causing the Eligible Institution to credit such uncertificated security to the appropriate Eligible Account thereby creating a securities entitlement with respect to the uncertificated security, and (iv) causing the Eligible Institution to agree pursuant to a Control Agreement that it will comply with “entitlement orders” (as defined in the UCC) originated by the Indenture Trustee with respect to each security entitlement (as defined in the UCC) without further consent by the Depositor, Issuer or any other Person;
 
(d)           if such Trust Account Property consists of deposit accounts (as defined in the UCC) by either (i) causing the Indenture Trustee to be the customer with respect to such deposit accounts or (ii) causing the bank maintaining such deposit account to enter into a Control Agreement pursuant to which it agrees to comply with all instructions issued by the Indenture Trustee without further consent by the Depositor, Issuer or any other Person;
(2011-A Sale and Servicing Agreement)
 
5
 
(e)           in the case of any general intangibles, by causing an effective financing statement naming the Issuer as debtor and the Indenture Trustee as secured party and covering such general intangibles to be filed in the location (within the meaning of Section 9-307 of the UCC) of the Issuer; and
 
(f)           in the case of any Trust Account Property not covered above or as an additional method of delivery for any of the foregoing, by delivering to the Indenture Trustee a legal opinion of counsel reasonably satisfactory to the Indenture Trustee specifying another method of delivery that will result in the Indenture Trustee having a valid and perfected security interest therein and by delivery in compliance with the method specified in such legal opinion.
 
“Depositor” means Hyundai ABS Funding Corporation, a Delaware corporation, and its successors in interest.
 
“Determination Date” means, with respect to each Payment Date, the tenth calendar day of the month in which such Payment Date occurs (or if such tenth day is not a Business Day, the next succeeding Business Day).
 
“Eligible Account” means a segregated securities account with an Eligible Institution.
 
“Eligible Institution” means the following:
 
(a)           a depository institution or trust company
 
(i) whose commercial paper, short-term unsecured debt obligations or other short-term deposits are rated “Prime-1” by Moody’s and “A-1+” by Standard & Poor’s, if the deposits are to be held in the account for 30 days or less, or
 
(ii) whose long-term unsecured debt obligations are rated at least “Aa3” by Moody’s and “AA-” by Standard & Poor’s, if the deposits are to be held in the account more than 30 days, or
 
(b)          a segregated trust account or accounts maintained in the trust department of a federal or state-chartered depository institution having a combined capital and surplus of at least $50,000,000 and subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b), or
 
(c)           any other institution with respect to which the Rating Agency Condition shall be satisfied.
 
Provided, that any Eligible Institution’s deposits shall be insured by the Federal Deposit Insurance Corporation; provided, further, that a foreign financial institution shall be deemed to satisfy the forgoing proviso if such foreign financial institution meets the requirements of Rule 13k-1(b)(1) under the Exchange Act (17 CFR §240.13k-1(b)(1)).
(2011-A Sale and Servicing Agreement)
 
6
 
“Eligible Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form and that evidence:
 
(a)           direct obligations of, and obligations fully guaranteed as to the full and timely payment by, the United States of America;
 
(b)           demand deposits, time deposits or certificates of deposit of any depository institution (including any affiliate of the Depositor, the Servicer, the Indenture Trustee or the Owner Trustee) or trust company incorporated under the laws of the United States of America or any state thereof or the District of Columbia (or any domestic branch of a foreign bank) and subject to supervision and examination by Federal or state banking or depository institution authorities (including depository receipts issued by any such institution or trust company as custodian with respect to any obligation referred to in the first bullet point above or a portion of such obligation for the benefit of the holders of such depository receipts); provided that at the time of the investment or contractual commitment to invest therein (which shall be deemed to be made again each time funds are reinvested following each Payment Date), the commercial paper or other short-term senior unsecured debt obligations (other than such obligations the rating of which is based on the credit of a person other than such depository institution or trust company) of such depository institution or trust company shall have a credit rating from each Rating Agency in the highest investment category granted thereby;
 
(c)           commercial paper (including commercial paper of any affiliate of Depositor, the Servicer, the Indenture Trustee or the Owner Trustee) having, at the time of the investment or contractual commitment to invest therein, a rating from Standard & Poor’s of “A-1+” and from Moody’s of “Prime-1”;
 
(d)           investments in money market funds (including funds for which the Depositor, the Servicer, the Indenture Trustee or the Owner Trustee or any of their respective affiliates is investment manager or advisor) having a rating from Standard & Poor’s of “AAA-m” or “AAAm-G” and from Moody’s of “Aaa”;
 
(e)           bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;
 
(f)           repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above; or
 
(g)           any other investment with respect to which the Rating Agency Condition is satisfied.
 
“Eligible Servicer” means Hyundai Capital America or any other Person that at the time of its appointment as Servicer (a) is servicing a portfolio of motor vehicle retail installment sale contracts or motor vehicle installment loans, (b) is legally qualified and has the capacity to service the Receivables, (c) has demonstrated the ability professionally and competently to service a portfolio of motor vehicle retail installment sale contracts or motor vehicle installment loans similar to the Receivables with reasonable skill and care and (iv) has a minimum net worth of $100,000,000.
(2011-A Sale and Servicing Agreement)
 
7
 
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
“Exchange Act Reports” means any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the Servicer with respect to the Issuer under the Exchange Act.
 
“Financed Vehicle” means a new or used automobile, light-duty truck or minivan, together with all accessions thereto, securing an Obligor’s indebtedness under the related Contract.
 
“First Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount, not less than zero, equal to the result of (a) the aggregate outstanding principal amount of the Class A Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Class A Notes on that preceding Payment Date), minus (b) the Adjusted Pool Balance at the end of the Collection Period preceding that Payment Date; provided that the First Priority Principal Distribution Amount on and after the Stated Maturity Date of a class of Class A Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class A Notes and all earlier maturing classes of Class A Notes to zero.
 
 “Form 10-D Disclosure Item” means, with respect to any Person, (a) any legal proceedings pending against such Person or of which any property of such Person is then subject, or (b) any proceedings known to be contemplated by governmental authorities against such Person or of which any property of such Person would be subject, in each case that would be material to the Noteholders.
 
“HCA” means Hyundai Capital America, a California corporation, and its successors.
 
“Indenture” means the Indenture, dated as of January 27, 2011, between the Issuer and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture, its successors in interest and any successor trustee under the Indenture.
 
“Initial Class A-1 Note Balance” means $228,000,000.
 
“Initial Class A-2 Note Balance” means $263,000,000.
 
“Initial Class A-3 Note Balance” means $247,000,000.
 
“Initial Class A-4 Note Balance” means $116,600,000.
 
“Initial Class B Note Balance” means $34,030,000.
(2011-A Sale and Servicing Agreement)
 
8
 
“Initial Class C Note Balance” means $32,150,000.
 
“Initial Pool Balance” means, an amount equal to the aggregate Principal Balance of the Receivables as of the Cutoff Date.
 
“Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.
 
“Interest Period” means, with respect to the Class A-1 Notes, the period from and including the most recent Payment Date on which interest has been paid (or, in the case of the first Interest Period, the Closing Date) to but excluding the current Payment Date and, with respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes, the period from and including the 15th day of the calendar month (or, in the case of the first Interest Period, from and including the Closing Date) to but excluding the 15th day of the current calendar month.
 
“Investment Earnings” means, with respect to any Payment Date, any investment earnings (net of losses and investment expenses) on amounts on deposit in a Trust Account.
 
“Issuer” means Hyundai Auto Receivables Trust 2011-A.
 
“Item 1119 Party” means the Seller, the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, any underwriter of the Notes, and any other material transaction party identified by the Servicer to the Indenture Trustee and the Owner Trustee in writing.
 
“Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.
 
“Liquidated Receivable” means a Receivable with respect to which the earliest of the following shall have occurred:  (a) the related Financed Vehicle has been repossessed and liquidated, (b) the related Financed Vehicle has been repossessed for 90 days or more and has not yet been liquidated, (c) the end of the Collection Period in which the Receivable becomes more than 120 days past due, or (d) the Servicer has determined in accordance with its collection policies that all amounts that it expects to receive with respect to the Receivable have been received.
(2011-A Sale and Servicing Agreement)
 
9
 
“Liquidation Proceeds” means, with respect to any Liquidated Receivable, all proceeds of the liquidation of such Liquidated Receivable, net of the sum of any out-of-pocket expenses of the Servicer reasonably allocated to the auction, repossession, transport, reconditioning and liquidation and any amounts required by law to be remitted or allocated to the account of the Obligor on such Liquidated Receivable.
 
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
 
“Note Balance” means, as of any date of determination, an amount equal to (a) the sum of (i) the Initial Class A-1 Note Balance, (ii) the Initial Class A-2 Note Balance, (iii) the Initial Class A-3 Note Balance, (iv) the Initial Class A-4 Note Balance, (v) the Initial Class B Note Balance and (vi) the Initial Class C Note Balance less (b) all amounts distributed to Noteholders on or prior to such date and allocable to principal thereon.
 
“Note Pool Factor” means, with respect to each Class of Notes as of the close of business on the last day of a Collection Period, a seven-digit decimal figure equal to the Outstanding Amount of such Class of Notes (after giving effect to any reductions thereof to be made on the immediately following Payment Date) divided by the original Outstanding Amount of such Class of Notes.  The Note Pool Factor will be 1.0000000 as of the Closing Date; thereafter, the Note Pool Factor will decline to reflect reductions in the Outstanding Amount of such Class of Notes.
 
“Noteholders” means the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class B Noteholders and the Class C Noteholders.
 
“Notes” means the Class A Notes, the Class B Notes and the Class C Notes.
 
“Obligor” means a person who obtained installment credit for the purchase of a Financed Vehicle the terms of which are evidenced by a Contract, and any other person obligated to make payments thereunder.
 
“Officers’ Certificate” means a certificate signed by (a) the chairman of the board, any vice president, the controller or any assistant controller and (b) the president, a treasurer, assistant treasurer, secretary or assistant secretary of the Depositor or the Servicer, as appropriate.
 
“Opinion of Counsel” means one or more written opinions of counsel, who may be an employee of or counsel to the Issuer, Seller or the Servicer, which counsel shall be reasonably acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable, and which shall be addressed to the Owner Trustee and the Indenture Trustee.
 
“Other Assets” means any assets (or interests therein) (other than the Trust Estate) conveyed or purported to be conveyed by the Depositor to another Person or Persons other than the Issuer, whether by way of a sale, capital contribution or by virtue of the granting of a lien.
(2011-A Sale and Servicing Agreement)
 
10
 
“Outstanding Amount” means, as of any date of determination, the aggregate principal amount of a Class of Notes outstanding as of such date of determination.
 
“Owner Trustee” means Wilmington Trust Company, acting not in its individual capacity but solely as owner trustee under the Trust Agreement.
 
“Payment Date” means, with respect to each Collection Period, the 15th  day of the following month or, if such day is not a Business Day, the immediately following Business Day, commencing on March 15, 2011.
 
“Person” means any individual, corporation, limited liability company, estate, partnership, joint venture, association, joint stock company, trust (including any beneficiary thereof), unincorporated organization or government or any agency or political subdivision thereof.
 
“Physical Property” has the meaning assigned to such term in the definition of “Delivery” above.
 
“Pool Balance” means, with respect to any Payment Date, an amount equal to the aggregate Principal Balance of the Receivables at the end of the related Collection Period, after giving effect to all payments of principal received from Obligors and Purchased Amounts to be remitted by the Servicer for such Collection Period and reduction to zero of the aggregate outstanding Principal Balance of all Receivables that became Liquidated Receivables during such Collection Period.
 
“Principal Balance” means, as of any time with respect to any Receivable, the principal balance of such Receivable as of the close of business on the last day of the preceding Collection Period under the terms of the Receivable determined in accordance with the customary servicing practices.
 
“Principal Distribution Amount” means, with respect to any Payment Date, an amount equal to the sum of the First Priority Principal Distribution Amount, Second Priority Principal Distribution Amount and Regular Principal Distribution Amount.
 
“Purchased Amount” means, with respect to any Receivable that became a Purchased Receivable, the unpaid principal balance owed by the Obligor thereon plus interest on such amount at the applicable APR to the last day of the Collection Period of repurchase.
 
“Purchased Receivable” means a Receivable purchased as of the close of business on the last day of a Collection Period by or on behalf of the Servicer pursuant to Section 4.07 of this Agreement or by or on behalf of the Seller pursuant to Section 3.03 of this Agreement or Section 7.02 of the Receivables Purchase Agreement.
 
“Rating Agency” means Moody’s or Standard & Poor’s, as the context may require.  If none of Moody’s, Standard & Poor’s or a successor thereto remains in existence, “Rating Agency” shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Depositor and, written notice of which designation shall be given to the Owner Trustee, the Indenture Trustee and the Servicer.
(2011-A Sale and Servicing Agreement)
 
11
 
“Rating Agency Condition” means, with respect to any action, that each Rating Agency shall have been given 10 days’ (or such shorter period as shall be acceptable to each Rating Agency) prior notice thereof and that each Rating Agency shall not have notified the Issuer or the Indenture Trustee in writing that such action will result in a reduction, withdrawal or down-grade of the then-current rating of each class of Notes.
 
“Realized Losses” means, with respect to any Receivable that becomes a Liquidated Receivable, the excess of the Principal Balance thereof over the portion of related Liquidation Proceeds allocable to principal.
 
“Receivable” means any Contract listed on Schedule A (which Schedule may be in the form of microfiche).
 
“Receivable Files” means the following documents with respect to each Financed Vehicle:
 
(i)           the fully executed original of each Receivable (together with any agreements modifying each such Receivable, including any extension agreement);
 
(ii)          the original credit application, or a copy thereof, fully executed by each Obligor thereon;
 
(iii)         the original certificate of title or such other documents evidencing the security interest of the Seller in the related Financed Vehicle; and
 
(iv)         any and all other documents that the Servicer shall have kept on file in accordance with its customary procedures relating to Receivables, Obligors or Financed Vehicles.
 
“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as of January 27, 2011, between the Seller and the Depositor, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Record Date” means, as to any Payment Date, the day immediately preceding such Payment Date.
 
“Recoveries” means, with respect to any Receivable that becomes a Liquidated Receivable, monies collected in respect thereof (other than Liquidation Proceeds), from whatever source, net of the sum of any amounts expended (and not otherwise reimbursed) by the Servicer for the account of the Obligor and any amounts required by law to be remitted or allocated to the account of the Obligor.
(2011-A Sale and Servicing Agreement)
 
12
 

“Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount no less than zero equal to (1) the excess, if any, of (a) the aggregate outstanding principal amount of the Notes immediately preceding such Payment Date over (b)(i) the Adjusted Pool Balance as of the last day of the related Collection Period minus (ii) the Target Overcollateralization Amount with respect to such Payment Date minus (2) the First Priority Principal Distribution Amount minus (3) the Second Priority Principal Distribution Amount; provided, however, that the Regular Principal Distribution Amount shall not exceed the Note Balance on such Payment Date (after giving effect to any principal payments made on the Notes on such Payment Date in respect of the First Priority Principal Distribution Amount and the Second Priority Principal Distribution Amount, if any); and provided further, that the Regular Principal Distribution Amount on or after the Class C Stated Maturity Date shall not be less than the amount that is necessary to reduce the Outstanding Balance of the Class C Notes to zero.
 
“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1123, as such regulation may be amended from time to time and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the staff of the Commission, or as may be provided in writing by the Commission or its staff from time to time.
 
“Reportable Event” means any event required to be reported on Form 8-K of the Issuer, and in any event, the following:
 
 (a)           entry into a material definitive agreement related to the Issuer or the Notes or an amendment to a Basic Document (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);
 
 (b)           termination of a Basic Document (other than by expiration of the agreement on its stated termination date or as a result of all parties completing their obligations under such agreement) (e.g., a servicing agreement with a servicer contemplated by Item 1108(a)(3) of Regulation AB);
 
 (c)           with respect to the Servicer only, the occurrence of a Servicer Termination Event;
 
 (d)           an Event of Default under the Indenture;
 
 (e)           the resignation, removal, replacement, or substitution of the Indenture Trustee or the Owner Trustee; and
 
 (f)           with respect to the Indenture Trustee only, a required distribution to holders of the Notes is not made as of the required Payment Date under the Indenture.
 
“Reserve Account” means the account designated as such, established by the Issuer and maintained by the Indenture Trustee pursuant to Section 5.01(a)(iii).
 
“Reserve Account Deposit” means $4,726,790.12.
 
“Reserve Account Required Amount” means, subject to Section 4.04 of this Agreement,  with respect to any Payment Date, an amount equal to 0.50% of the Adjusted Pool Balance as of the Cutoff Date; provided, however, that in no event shall the Reserve Account Required Amount on any Payment Date be more than the aggregate Outstanding Amount of the Notes on such Payment Date (after giving effect to the allocation of principal payments on such Payment Date).
(2011-A Sale and Servicing Agreement)
 
13
 
“Reserve Account Withdrawal Amount” means, with respect to each Payment Date, the lesser of (x) the Available Amounts Shortfall with respect to such Payment Date and (y) and the amount on deposit in the Reserve Account on such Payment Date.
 
“Responsible Officer” means the chief financial officer, the chairman of the board, the president, any executive vice president, any vice president, the treasurer, any assistant treasurer, the secretary, or any assistant secretary of the Servicer.
 
“Scheduled Payment” means, with respect to each Receivable, the scheduled monthly payment amount set forth in the related Contract and required to be paid by the Obligor during each Collection Period.
 
“Second Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than zero equal to (a) an amount equal to (i) the sum of the aggregate outstanding principal amount of the Class A Notes and the Class B Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on that preceding Payment Date), minus (ii) the Adjusted Pool Balance at the end of the Collection Period preceding that Payment Date, minus (b) the First Priority Principal Distribution Amount; provided that the Second Priority Principal Distribution Amount on and after the Class B Maturity Date shall not be less than the amount that is necessary to reduce the Outstanding Amount of the Class B Notes to zero.
 
“Securities” means the Notes and the Certificates.
 
“Securities Account Control Agreement” means the Securities Account Control Agreement dated as of January 27, 2011 between the Trust, the Indenture Trustee and the Securities Intermediary, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Securities Act” means the Securities Act of 1933, as amended.
 
“Securities Intermediary” means Citibank, N.A., in its capacity as the securities intermediary in the Securities Account Control Agreement.
 
“Securityholders” means the Noteholders and/or the Certificateholders, as the context may require.
 
“Seller” means HCA and its successors in interest as seller of the Receivables to the Depositor pursuant to the Receivables Purchase Agreement.
 
“Servicer” means HCA, as the servicer of the Receivables, and each successor to HCA (in the same capacity) pursuant to Section 7.03 or 8.03.
 
“Servicer Termination Event” has the meaning set forth in Section 8.01.
 
“Servicer’s Certificate” means an Officers’ Certificate of the Servicer delivered pursuant to Section 4.09, substantially in the form of Exhibit C.
(2011-A Sale and Servicing Agreement)
 
14
 
“Servicing Fee” means, for any Payment Date, the product of (A) one-twelfth (or, in the case of the first payment date, 59/360), (B) the Servicing Fee Rate and (C) the aggregate Principal Balance of the Receivables as of the first day of the related Collection Period (or, in the case of the first Payment Date, as of the Cutoff Date).
 
“Servicing Fee Rate” means 1.00% per annum.
 
“Simple Interest Method” means the method of allocating the monthly payments received with respect to a Receivable to interest in an amount equal to the product of (a) the applicable APR, (b) the period of time (expressed as a fraction of a year, based on the actual number of days in the calendar month and 365 days in the calendar year) elapsed since the preceding payment was made under such Receivable and (c) the Outstanding Amount of such Receivable, and allocating the remainder of each such monthly payment to principal.
 
“Simple Interest Receivable” means any Receivable under which the portion of a payment allocable to interest and the portion allocable to principal is determined in accordance with the Simple Interest Method.
 
“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors.
 
“Stated Maturity Date” means, for each class of Notes, the respective date set forth opposite such class of Notes in the table below or, if such date is not a Business Day, the next succeeding Business Day:
 
Class
  
Stated Maturity Date
     
Class A-1 Notes
  
February 15, 2012
Class A-2 Notes
  
November 15, 2013
     
Class A-3 Notes
  
April 15, 2015
Class A-4 Notes
  
December 15, 2015
Class B Notes
  
April 15, 2016
Class C Notes
  
June 15, 2017
     
 “Target Overcollateralization Amount” means, subject to Section 4.04 of this Agreement, with respect to any Payment Date, 3.55% of the initial Adjusted Pool Balance.  Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.
 
“Total Required Payment” means (a) with respect to any Payment Date prior to the occurrence of an “Event of Default” under the Indenture which has resulted in the acceleration of the Notes, the sum of (i) the Servicing Fee for the related Collection Period and all unpaid Servicing Fees from prior Collection Periods, (ii) unreimbursed Advances, (iii) the accrued and unpaid interest on the Notes, and (iv) an amount equal to the lesser of (x) the change in the Adjusted Pool Balance during the related Collection Period and (y) the Principal Distribution Amount, and (b) with respect to any Payment Date following the occurrence and during the continuation of an “Event of Default” under the Indenture which has resulted in an acceleration of the Notes, until the Payment Date on which the Outstanding Amount of all the Notes has been paid in full, the sum of (i) the specified amounts payable to the Indenture Trustee, (ii) the Servicing Fee for the related Collection Period and all unpaid Servicing Fees from prior Collection Periods, (iii) unreimbursed Advances, (iv) the accrued and unpaid interest on the Notes and (v) the amount necessary to reduce the Outstanding Amount of all of the Notes to zero.
(2011-A Sale and Servicing Agreement)
 
15
 
“Trust” means the Issuer.
 
“Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust Account and all proceeds of the foregoing.
 
“Trust Accounts” shall mean the Collection Account and the Reserve Account.
 
“Trust Agreement” means the Amended and Restated Trust Agreement, dated as of January 27, 2011, between the Depositor, the Administrator and the Owner Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.
 
“Trust Officer” means, in the case of the Indenture Trustee or any Officer within the Corporate Trust Office of the Indenture Trustee, as the case may be, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Indenture and, with respect to the Owner Trustee, any officer of the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the other Basic Documents on behalf of the Owner Trustee.
 
“UCC” means the Uniform Commercial Code, as in effect in the relevant jurisdiction.
 
“Yield Supplement Overcollateralization Amount” means with respect to any Payment Date, the dollar amount set forth next to such Payment Date on Schedule B hereto.
 
Section 1.02      Other Definitional Provisions.
 
(a)       Capitalized terms used herein that are not otherwise defined has the meanings ascribed thereto in the Indenture or, if not defined therein, in the Trust Agreement.
 
(b)      All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(2011-A Sale and Servicing Agreement)
 
16
 

(c)       As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, shall have the respective meanings given to them under generally accepted accounting principles.  To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles, the definitions contained in this Agreement or in any such certificate or other document shall control.
 
(d)      The words “hereof,” “herein,” “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Article, Section, Schedule and Exhibit references contained in this Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; “or” shall include “and/or”; and the term “including” shall mean “including without limitation”.
 
(e)       The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.
 
(f)       Any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented and includes (in the case of agreements or instruments) references to all attachments thereto and instruments incorporated therein; references to a Person are also to its permitted successors and assigns.
 
ARTICLE II.
 
CONVEYANCE OF RECEIVABLES
 
Section 2.01    Conveyance of Receivables.  In consideration of the Issuer’s delivery to or upon the order of the Depositor of approximately $914,081,097.55, the Certificates and such other amounts to be distributed to the Depositor on the Closing Date, the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to:
 
(a)      the Receivables and all moneys received thereon after the Cutoff Date;
 
(b)      the security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles;
 
(c)      any Liquidation Proceeds and any other proceeds with respect to the Receivables pursuant to the Hyundai Assurance Program or from claims on any physical damage, credit, life or disability insurance policies covering the Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection insurance policy;
 
(d)     any property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust;
 
(2011-A Sale and Servicing Agreement)
 
17
 
(e)       all documents and other items contained in the Receivable Files;
 
(f)       all of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreement;
 
(g)      all right, title and interest in the Trust Accounts and all funds, securities or other assets credited from time to time to the Trust Accounts and in all investments therein and proceeds thereof (including all Investment Earnings with respect to the Reserve Account);
 
(h)      any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and
 
(i)       the proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (a) through (h) above, the “Conveyed Assets”).
 
The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the Depositor to the Issuer represents fair market value for the Conveyed Assets.  It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall constitute a sale of the Conveyed Assets from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor under any bankruptcy law.  In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale or is otherwise not effective to sell the Conveyed Assets, this Agreement shall constitute a grant by the Depositor to the Issuer of a security interest in all Conveyed Assets and all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Securityholders.
 
ARTICLE III.
 
THE RECEIVABLES
 
Section 3.01     Representations and Warranties of the Seller.
 
(a)       The Seller has made each of the representations and warranties set forth in Exhibit A hereto under the Receivables Purchase Agreement and has consented to the assignment by the Depositor to the Issuer of the Depositor’s rights with respect thereto.  Such representations and warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture Trustee.  Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables Purchase Agreement, including the representations and warranties of the Seller therein as set forth in Exhibit A, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with respect to any breach thereof, including the right to require the Seller to repurchase Receivables in accordance with the Receivables Purchase Agreement.  It is understood and agreed that the representations and warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer.
(2011-A Sale and Servicing Agreement)
 
18
 
(b)      The Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of its representations and warranties set forth in Exhibit A, directly against the Seller as though the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Depositor.
 
Section 3.02    Representations and Warranties of the Depositor.  The Depositor makes the following representations and warranties, on which the Issuer relies in accepting the Receivables and delivering the Securities.  Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture:
 
(a)      This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor.
 
(b)     Each Receivable constitutes “chattel paper” within the meaning of the UCC.
 
(c)     Immediately upon the transfer thereof from the Depositor to the Issuer pursuant to this Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of any Lien of any Person.
 
(d)     The Depositor has caused, or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable UCC in order to perfect the security interest in the Receivables granted to the Issuer under this Agreement.
 
(e)      Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables.  The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral describing the Receivables other than any financing statement relating to the security interest granted to the Issuer under this Agreement.  The Depositor is not aware of any judgment or tax lien filings against the Depositor.
 
(2011-A Sale and Servicing Agreement)
 
19
 

(f)       The Contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer, except for such marks or notations indicating that they have been pledged, assigned or otherwise conveyed (i) to the Depositor or the Indenture Trustee in accordance with the Basic Documents, (ii) pursuant to the Loan and Security Agreement, dated as of May 20, 2010, among Hyundai HK Funding, LLC, as the borrower, Hyundai Capital America, as the servicer, each of the commercial paper conduits from time to time party thereto, as the conduit lenders, each of the financial institutions from time to time party thereto, as the committed lenders, each of the financial institutions from time to time party thereto, as the group agents and JPMorgan Chase Bank, N.A., as the administrative agent, on behalf of the secured parties, as amended from time to time or (iii) to HCA in accordance with Dealer Agreements.  All financing statements filed or to be filed against the Depositor in favor of the Issuer in connection with this Agreement describing the Receivables contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Sale and Servicing Agreement, will violate the rights of the Issuer.”
 
Section 3.03     Repurchase upon Breach.  Upon discovery by any party hereto of a breach of any of the representations and warranties set forth in part (b) of Exhibit A at the time such representations and warranties were made which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any obligation of the Seller hereunder.  If the Seller does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Seller elects, an earlier date) after the date that the Seller became aware or was notified of such breach, then the Seller shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period.  Any such purchase by the Seller shall be at a price equal to the Purchased Amount.  In consideration for such repurchase, the Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on such Payment Date.  Upon payment of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee any Receivable repurchased pursuant hereto.  It is understood and agreed that the right to cause the Seller to purchase (or to enforce the obligations of Seller under the Receivables Purchase Agreement to purchase) any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the Certificateholders and the Indenture Trustee.  Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 3.03.
(2011-A Sale and Servicing Agreement)
 
20
 
ARTICLE IV.
ADMINISTRATION AND SERVICING OF RECEIVABLES
 
Section 4.01     Duties of Servicer.  The Servicer, for the benefit of the Issuer and the Indenture Trustee, shall manage, service, administer and make collections on the Receivables and perform the other actions required of the Servicer under this Agreement.  The Servicer shall service the Receivables in accordance with its customary servicing practices, using the degree of skill and attention that the Servicer exercises with respect to all other comparable motor vehicle receivables that it services for itself and others.  The Servicer’s duties shall include the collection and posting of all payments, responding to inquiries of Obligors, investigating delinquencies, sending payment statements to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections, furnishing monthly and annual statements to the Owner Trustee and the Indenture Trustee with respect to distributions and performing the other duties specified herein.  The Servicer also shall administer and enforce all rights of the holder of the Receivables under the Receivables and the Dealer Agreements to the extent and in a manner consistent with its customary practices.  To the extent consistent with the standards, policies and procedures otherwise required hereby and the Credit and Collection Policy, the Servicer shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with the managing, servicing, administration and collection of the Receivables that it may deem necessary or desirable.  Without limiting the generality of the foregoing and subject to Section 4.02, the Servicer is hereby authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders, or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments with respect to the Receivables and with respect to the Financed Vehicles.  The Servicer is not required under the Basic Documents to make any disbursements via wire transfer or otherwise on behalf of an Obligor.  There are no requirements under the Receivable or the Basic Documents for funds to be, and no funds shall be, held in trust for an Obligor.  No payments or disbursements shall be made by the Servicer on behalf of an Obligor.  The Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders, a legal proceeding to enforce a Receivable pursuant to Section 4.03 or to commence or participate in any other legal proceeding (including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle.  If the Servicer commences or participates in any such legal proceeding in its own name, the Indenture Trustee or the Issuer shall thereupon be deemed to have automatically assigned the applicable Receivable to the Servicer solely for purposes of commencing or participating in such proceeding as a party or claimant, and the Servicer is authorized and empowered by the Indenture Trustee or the Issuer to execute and deliver in the Indenture Trustee’s or the Issuer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or instruments in connection with any such proceeding.  If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Issuer, the Indenture Trustee, the Certificateholders or the Noteholders.  The Owner Trustee and the Indenture Trustee shall upon the written request of the Servicer furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder.
 
Section 4.02    Collection of Receivable Payments; Modifications of Receivables.
 
(a)     Consistent with the standards, policies and procedures required by this Agreement, the Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable motor vehicle receivables that it services for itself or others.  The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the ordinary course of servicing any Receivable.
(2011-A Sale and Servicing Agreement)
 
21
 
(b)     Subject to Section 4.06, the Servicer may grant extensions, rebates, deferrals, amendments, modifications or adjustments on a Receivable in accordance with its customary servicing practices; provided, however, that if the Servicer (i) extends the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period prior to the Class C Stated Maturity Date or (ii) reduces the APR or unpaid principal balance with respect to any Receivable other than as required by applicable law, it will promptly purchase such Receivable in the manner provided in Section 4.07.
 
(c)     The Servicer may, but is not required to, make any advances of funds or guarantees regarding collections, cash flows or distributions.  Payments on the Receivables, including payoffs made in accordance with the related documentation for such Receivables, shall be posted to the Servicer’s Obligor records in accordance with the principal, interest or other items in accordance with the related documentation for such Receivables.
 
(d)     Subject to the provisions of Section 4.02(b), the Servicer and its Affiliates may engage in any marketing practice or promotion or any sale of any products, goods or services to Obligors with respect to the Receivables so long as such practices, promotions or sales are offered to obligors of comparable motor vehicle receivables serviced by the Servicer for itself and others, whether or not such practices, promotions or sales might result in a decrease in the aggregate amount of payments on the Receivables, prepayments or faster or slower timing of the payment of the Receivables.
 
(e)     Notwithstanding anything in this Agreement to the contrary, the Servicer may refinance any Receivable and deposit the full Principal Balance of such Receivable into the Collection Account.  The receivable created by such refinancing shall not be property of the Issuer.  The Servicer and its Affiliates may also sell insurance or debt cancellation products, including products which result in the cancellation of some or all of the amount of a Receivable upon the death or disability of the Obligor or any casualty with respect to the Financed Vehicle.
 
(f)      Records documenting collection efforts shall be maintained during the period a Receivable is delinquent in accordance with the Credit and Collection Policy.  Such records shall be maintained on at least a periodic basis that is not less frequent than as set forth in the Credit and Collection Policy, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment) in accordance with the Credit and Collection Policy.
(2011-A Sale and Servicing Agreement)
 
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Section 4.03    Realization upon Receivables.  Consistent with the standards, policies and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that eventual payment in full is unlikely; provided, however, that the Servicer may elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession.  In repossessing or otherwise converting the ownership of a Financed Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices and procedures as it shall deem necessary or advisable, consistent with the standard of care required by Section 4.01, which practices and procedures may include reasonable efforts to realize upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale, the submission of claims under an insurance policy and other actions by the Servicer in order to realize upon a Receivable; provided, however, that in any case in which the Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with any repair or towards the repossession of such Financed Vehicle unless it shall determine in its reasonable judgment that such repair or repossession shall increase the related Liquidation Proceeds by an amount materially greater than the expense for such repair or repossession.  The Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or any amounts received from recourse to the related Dealer.
 
Section 4.04    Target Overcollateralization Amount and Reserve Account Required Amount.  From time to time after the date hereof, the Servicer may notify each Rating Agency that it wishes to apply a formula for determining the Target Overcollateralization Amount or the Reserve Account Required Amount that is different from the formula described in the related definition, or change the manner by which the Reserve Account is funded. If the Servicer provides such notice in writing to each Rating Agency and the Rating Agency Condition is satisfied with respect to the application of such formula or change and the Servicer delivers an Officer’s Certificate to the Indenture Trustee to the effect that the Issuer has not received written notice from any Rating Agency that the application of such formula or such change will result in a reduction, withdrawal or down-grade of the then-current rating of each class of Notes (upon receipt of which Officer’s Certificate the Indenture Trustee shall have no obligation to verify the content thereof and no liability as a result of its reliance thereon), then the Target Overcollateralization Amount or the Reserve Account Required Amount, as applicable, will be determined in accordance with the new formula or, if applicable, the manner in which the Reserve Account is funded will change accordingly.
 
Section 4.05    Maintenance of Security Interests in Financed Vehicles.  The Servicer shall, in accordance with its customary servicing procedures, take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle.  The provisions set forth in this Section are the sole requirements under the Basic Documents with respect to the maintenance of collateral or security on the Receivables.  It is understood that the Financed Vehicles are the collateral and security for the Receivables, but that the certificate of title with respect to a Financed Vehicle does not constitute collateral and merely evidences such security interest.  The Servicer is hereby authorized to take such steps as are necessary to re-perfect such security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation of a Financed Vehicle, or for any other reason.  In the event that the assignment of a Receivable to the Issuer is insufficient, without a notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the state in which such Financed Vehicle is located, to perfect a security interest in the related Financed Vehicle in favor of the Issuer, the Servicer hereby agrees that the designation of HCA as the secured party on the certificate of title is in its capacity as agent of the Issuer.
(2011-A Sale and Servicing Agreement)
 
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Section 4.06    Covenants of Servicer.  By its execution and delivery of this Agreement, the Servicer hereby covenants as follows (upon which covenants the Issuer, the Indenture Trustee and the Owner Trustee rely in accepting the Receivables and delivering the applicable Securities):
 
(a)      Liens in Force.  The Servicer will not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except (i) in the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a deficiency which the Servicer would not attempt to collect in accordance with its customary servicing practices, (ii) in connection with repossession and sale of the Financed Vehicle or (iii) as may be required by an insurer in order to receive proceeds from any Insurance Policy covering such Financed Vehicle;
 
(b)     No Impairment.  The Servicer shall do nothing to impair the rights of the Trust in the property of the Trust;
 
(c)     No Amendments.  The Servicer shall (i) not extend the date for final payment by the Obligor of any Receivable beyond the last day of the Collection Period prior to the Class C Stated Maturity Date; or (ii) reduce the APR or unpaid principal balance with respect to any Receivable other than as required by applicable law.
 
(d)     Safekeeping.  The Servicer, in its capacity as custodian, shall hold, or cause its agent to hold, the Receivable Files for the benefit of the Issuer and the Indenture Trustee in accordance with its customary servicing practices.
 
Section 4.07    Purchase of Receivables Upon Breach.  Upon discovery by any party hereto of a breach of any of the covenants set forth in Sections 4.02, 4.03, 4.05 or 4.06 which materially and adversely affects the interests of the Issuer or the Noteholders, the party discovering such breach shall give prompt written notice thereof to the other parties hereto; provided that the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07.  If the Servicer does not correct or cure such breach prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects, an earlier date) after the date that the Servicer became aware or was notified of such breach, then the Servicer shall purchase any Receivable materially and adversely affected by such breach from the Issuer on the Payment Date following the end of such Collection Period.  Any such purchase by the Servicer shall be at a price equal to the Purchased Amount.  In consideration for such repurchase, the Servicer shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount by depositing such amount into the Collection Account in accordance with Section 5.04 on such Payment Date.  Upon payment of such Purchased Amount by the Servicer, the Issuer and the Indenture Trustee shall release and shall execute and deliver such instruments of release, transfer or assignment, in each case without recourse or representation, as shall be reasonably necessary to vest in the Servicer or its designee any Receivable repurchased pursuant hereto.  It is understood and agreed that the obligation of the Servicer to purchase any Receivable as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.
(2011-A Sale and Servicing Agreement)
 
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Section 4.08    Servicing Fee.  The Servicing Fee shall be payable to the Servicer on each Payment Date.  The Servicing Fee shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.  In addition, the Servicer will be entitled to retain all late fees, extension fees, non-sufficient funds charges and any and all other administrative fees and expenses or similar charges allowed by applicable law with respect to any Receivable.  The Servicer also will be entitled to receive investment earnings (net of investment losses and expenses) on funds deposited in the Collection Account during each Collection Period.  The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes imposed on the Servicer and expenses incurred in connection with distributions and reports made by the Servicer to the Owner Trustee and the Indenture Trustee).  The Servicer shall be required to pay all of the Indenture Trustee’s fees, expenses, reimbursements and indemnifications.
 
Section 4.09    Servicer’s Certificate.  The Servicer shall prepare and deliver to the Owner Trustee, the Indenture Trustee, and the Depositor, with a copy to each Rating Agency, on or before the second Business Day prior to each Payment Date a Servicer’s Certificate containing all information necessary to make the distributions to be made on the related Payment Date pursuant to Section 5.05 for the related Collection Period and such Servicer’s Certificate shall be certified by a Responsible Officer of the Servicer to the effect that the information provided is complete and no Servicer Termination Events have occurred.  If any defaults have occurred, such Servicer’s Certificate will provide an explanation of such Servicer Termination Events.  Receivables to be purchased by the Servicer or to be repurchased by the Seller and each Receivable that became a Liquidated Receivable shall be identified by the Servicer by account number with respect to such Receivable (as specified in the applicable Schedule of Receivables).  At the sole option of the Servicer, each Servicer’s Certificate may be delivered in electronic or hard copy format.
 
Section 4.10    Annual Statement as to Compliance, Notice of Servicer Termination Event.
 
(a)     The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, and each Rating Agency, within 120 days after the end of the Servicer’s fiscal year (or, in the case of the first such certificate, not later than April 30, 2012), an Officer’s Certificate signed by a Responsible Officer of the Servicer, stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or such shorter period in the case of the first such Officer’s Certificate) and of the performance of its obligations under this Agreement has been made under such officer’s supervision and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.
 
(b)     The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, and each Rating Agency, promptly after having obtained knowledge thereof, written notice in an Officer’s Certificate of any event that with the giving of notice or lapse of time or both would become a Servicer Termination Event under Section 8.01.  Except to the extent set forth in this Section 4.10(b) and Sections 4.09 and 8.04 of this Agreement and Sections 3.07, 3.19 and 5.01 of the Indenture, the Basic Documents do not require any policies or procedures to monitor any performance or other triggers and events of default.
(2011-A Sale and Servicing Agreement)
 
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Section 4.11    Compliance with Regulation AB.  The Servicer agrees to perform all duties and obligations applicable to or required of the Issuer set forth in Appendix A attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it.
 
Section 4.12    Access to Certain Documentation and Information Regarding Receivables.  The Servicer shall provide to representatives of the Owner Trustee, the Indenture Trustee and the Certificateholders reasonable access to the documentation regarding the Receivables and the related Trust property.  The Servicer will provide such access to any Noteholder only in such cases where the Servicer shall be required by applicable statutes or regulations to permit a Noteholder to review such documentation.  In each case, access shall be afforded without charge, but only upon reasonable request and during the normal business hours at the offices of the Servicer.  Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.
 
Section 4.13    Term of Servicer.  The Servicer hereby covenants and agrees to act as Servicer under, and for the term of, this Agreement, subject to the provisions of Sections 7.03 and 7.06.
 
Section 4.14    Annual Independent Accountants’ Report.  For so long as the Issuer is subject to the reporting requirements under the Exchange Act, the Servicer shall cause a firm of independent certified public accountants, which may also render other services to the Servicer or its Affiliates, to deliver to the Owner Trustee, the Indenture Trustee, and each Rating Agency, within 120 days after the end of each fiscal year (or, in the case of the first such report, not later than April 30, 2011), a report addressed to the Board of Directors of the Servicer, the Owner Trustee, and the Indenture Trustee, to the effect that such firm has audited the books and records of the Servicer and issued its report thereon and that (a) such audit was made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances and (b) the firm is independent of the Depositor and the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.
 
Section 4.15    Reports to the Commission.  The Servicer shall, or shall cause the Depositor to, on behalf of the Issuer, execute and cause to be filed with the Commission any periodic reports required to be filed with respect to the issuance of the Notes under the provisions of the Exchange Act, and the rules and regulations of the Commission thereunder.  The Depositor shall, at its expense, cooperate in any reasonable request made by the Servicer in connection with such filings.
(2011-A Sale and Servicing Agreement)
 
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Section 4.16    Compensation of Indenture Trustee.  The Servicer will:
 
(a)     pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”)) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);
 
(b)     except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;
 
(c)     indemnify the Indenture Trustee and any Separate Trustee and their respective agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture and the other Basic Documents, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and
 
(d)     indemnify the Owner Trustee and its agents, successors, assigns and servants in accordance with Section 8.02 of the Trust Agreement to the extent that amounts thereunder have not been paid pursuant to Section 5.05 of this Agreement.
 
ARTICLE V.
DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS
 
Section 5.01    Accounts.
 
(a)               (i)       On or prior to the Closing Date, the Servicer shall establish, or cause to be established, an account with and in the name of the Indenture Trustee (the “Collection Account”), which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.
 
(ii)     The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.
 
(iii)    The Issuer, for the benefit of the Noteholders, shall cause the Servicer to establish with and maintain in the name of the Indenture Trustee an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders.
 

(2011-A Sale and Servicing Agreement)
 
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(iv)  [Reserved].
 
(v)    Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment, such funds shall remain uninvested.  All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable.  Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date.  Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight.
 
(vi)    Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments, such funds shall remain uninvested.  All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable.  Unless the Rating Agency Condition is satisfied with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date.  Investment earnings on funds deposited in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer.
 
(b)           (i)           Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds received and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof.  The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, as the case may be.  If, at any time, a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within ten (10) Business Days (or such longer period, not to exceed 15 calendar days, as to which the Rating Agency Condition is satisfied) establish a new Trust Account as an Eligible Account and shall transfer any cash or any investments from the account that is no longer an Eligible Account to the Trust Account.  Neither the Servicer nor the Indenture Trustee shall in any way be held liable by reason of any insufficiency in any Trust Account resulting from any investment loss in any Eligible Investment.
 
(ii)    The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee in writing to make withdrawals and payments from the Trust Accounts and the Certificate Deposit Account for the purpose of withdrawing any amounts deposited in error into such accounts.
(2011-A Sale and Servicing Agreement)
 
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(c)     Except for the Collection Account  and the Reserve Account,  there are no accounts required to be maintained under the Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account or the Reserve Account.
 
Section 5.02    Application of Collections.  All payments received from or on behalf of an Obligor during each Collection Period with respect to each Receivable (other than a Purchased Receivable) shall be applied to interest and principal in accordance with the Simple Interest Method.  The Servicer shall make all deposits of Collections and other Available Amounts received into the Collection Account on the second Business Day following receipt thereof.  However, so long as the Monthly Remittance Condition is satisfied, the Servicer may retain such amounts received during a Collection Period until one Business Day prior to the related Payment Date.  The “Monthly Remittance Condition” shall be deemed to be satisfied if (i) HCA or one of its Affiliates is the Servicer, (ii) no Servicer Termination Event has occurred and is continuing and (iii) HCA has a short-term debt rating of at least “Prime-1” from Moody’s and “A-1” from Standard & Poor’s.  Notwithstanding the foregoing, the Servicer may remit Collections to the Collection Account on any other alternate remittance schedule (but not later than the Business Day prior to the related Payment Date) if the Rating Agency Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the Collection Account, Collections may be commingled and used by the Servicer at its own risk and are not required to be segregated from its own funds.
 
Section 5.03    Property of the Trust.  All payments and other proceeds of any type and from any source on or with respect to the Receivables shall be the property of the Trust, subject to the Lien of the Indenture and the rights of the Indenture Trustee thereunder.
 
Section 5.04    Purchased Amounts.  The Servicer or the Seller shall deposit or cause to be deposited in the Collection Account, on the Business Day preceding each Payment Date, the aggregate Purchased Amount with respect to Purchased Receivables and the Servicer shall deposit therein all amounts to be paid under Section 4.07.  Notice of this amount shall be provided in writing by the applicable party to the Indenture Trustee.
 
Section 5.05    Distributions.
 
(a)     The Servicer shall calculate all amounts required to be deposited pursuant to this Section and deliver a Servicer’s Certificate on or before the second Business Day prior to each Payment Date pursuant to Section 4.09.
 
(b)     On each Payment Date, except as specified in Section 5.04(b) of the Indenture, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on or before the second Business Day prior to each Payment Date pursuant to Section 4.09) to make the distributions from Available Amounts on deposit in the Collection Account, including amounts deposited pursuant to Section 5.06(b), in the following order and priority:
 

(2011-A Sale and Servicing Agreement)
 
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(i)    to the Servicer, the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods, and Advances not previously reimbursed to the Servicer;
 
(ii)    to the Class A Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest due on each Class of Class A Notes;
 
(iii)    to the Noteholders, for distribution pursuant to Section 8.2(d) of the Indenture, the First Priority Principal Distribution Amount, if any;
 
(iv)     to the Class B Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class B Notes at the Class B Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class B Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on any such shortfall at the Class B Rate to the extent permitted by law;
 
(v)      to the Noteholders, for distribution pursuant to Section 8.2(d) of the Indenture, the Second Priority Principal Distribution Amount, if any;
 
(vi)     to the Class C Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class C Notes at the Class C Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal to the Class C Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Class C Noteholders on prior Payment Dates over the amounts actually paid to the Class C Noteholders on prior Payment Dates, plus interest on any such shortfall at the Class C Rate to the extent permitted by law;
 
(vii)    to the Noteholders, for distribution pursuant to Section 8.2(d) of the Indenture, the Regular Principal Distribution Amount;
(2011-A Sale and Servicing Agreement)
 
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(viii)   to the Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal the Reserve Account Required Amount;
 
(ix)     to the Indenture Trustee and the Owner Trustee, any reimbursements, expenses and indemnification amounts, in each case to the extent such reimbursements, expenses and indemnification amounts have not been previously paid by the Servicer and to the Securities Intermediary, any accrued and unpaid indemnification expenses owed to it; and
 
(x)       to the Owner Trustee or its agent, any remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account (as defined in the Trust Agreement) for subsequent distribution to the Certificateholder pursuant to Section 5.01 of the Trust Agreement.
 
Section 5.06     Reserve Account.
 
(a)     On or prior to the Closing Date, the Issuer shall cause to be deposited an amount equal to the Reserve Account Deposit into the Reserve Account from the net proceeds of the sale of the Notes.  The Reserve Account shall be an asset of the Issuer.
 
(b)     In the event that the Servicer’s Certificate states that there is an Available Amounts Shortfall, then the Indenture Trustee shall, upon written directions from the Servicer, withdraw the Reserve Account Withdrawal Amount from the Reserve Account and deposit such Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date.
 
(c)     In the event that the amount on deposit in the Reserve Account (after giving effect to all deposits thereto and withdrawals therefrom on such Business Day on a Payment Date) is greater than the Reserve Account Required Amount on any Payment Date, the Indenture Trustee shall distribute, upon written directions from the Servicer, all such amounts to the Certificateholder as per the monthly Servicer’s Certificate.  Upon any such distribution to the Certificateholder, the Noteholders shall have no further rights in, or claims to, such amounts.
 
(d)     In the event that on any Payment Date the amount on deposit in the Reserve Account shall be less than the Reserve Account Required Amount, the Available Amounts remaining after the payment of the amounts set forth in Section 5.05(b)(i) through (vi), up to an amount equal to such shortfall, shall be deposited by the Indenture Trustee, upon written directions from the Servicer, to the Reserve Account on such Payment Date.
 
(e)     Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.05 following the payment in full of the Outstanding Amount of Notes until the Pool Balance is reduced to zero.  Following the payment in full of the aggregate Outstanding Amount of the Notes and the Certificates and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to the Noteholders and the termination of the Trust, any amount then allocated to the Reserve Account shall be distributed to the Depositor.
 
(2011-A Sale and Servicing Agreement)
 
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Section 5.07    Statements to Securityholders.  On or before the second Business Day prior to each Payment Date, the Servicer shall provide to the Indenture Trustee (with a copy to each Rating Agency) for the Indenture Trustee to make available to each Noteholder of record as of the most recent Record Date and to the Owner Trustee for the Owner Trustee to forward to each Certificateholder of record as of the most recent Record Date a statement substantially in the form of Exhibit B.
 
No disbursements shall be made directly by the Servicer to a Noteholder, and the Servicer shall not be required to maintain any investor record relating to the posting of disbursements or otherwise.
 
The Indenture Trustee may make any such statement which it is required to provide to the Noteholders, including, without limitation, all information as may be required to enable each Noteholder to prepare its respective federal and state income tax returns (and, at its option, any additional files containing the same information in an alternative format), via its internet web site (initially located at www.sf.citidirect.com).  In connection with providing access to the Indenture Trustee’s website, the Indenture Trustee may require registration and the acceptance of certain terms and conditions.  The Indenture Trustee shall have the right to change the way such statements are distributed in order to make such distributions more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to the Noteholders regarding any such changes; provided, however, that the Indenture Trustee will also mail copies of any such statements to any requesting Noteholder who provides a written request.
 
Section 5.08    Advances by the Servicer.  By the close of business on the day required by Section 5.01 hereof, the Servicer may, in its sole discretion, deposit into the Collection Account, out of its own funds, an Advance; provided, however, that the Servicer shall not make any Advances with respect to Defaulted Receivables.  The Servicer shall not charge interest on amounts so advanced.
 
ARTICLE VI.
 
THE DEPOSITOR
 
Section 6.01    Representations of Depositor.  The Depositor makes the following representations on which the Issuer relies in accepting the Receivables and delivering the Securities.  Such representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale, transfer and assignment of the Receivables by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
 
(a)     Organization and Good Standing.  The Depositor is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
 
(2011-A Sale and Servicing Agreement)
 
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(b)           Due Qualification.  The Depositor is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely affect the Depositor’s ability to transfer the Receivables to the Trust pursuant to this Agreement or the validity or enforceability of the Receivables.
 
(c)           Power and Authority.  The Depositor has the corporate power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer, and the Depositor shall have duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Basic Documents to which the Depositor is a party have been and will be duly authorized by the Depositor by all necessary corporate action.
 
(d)           Binding Obligation.  This Agreement and the other Basic Documents to which the Depositor is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Depositor, enforceable against the Depositor in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).
 
(e)           No Violation.  The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms or provisions of or constitute (with or without notice or lapse of time, or both) a default under, the certificate of incorporation or bylaws of the Depositor, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it is bound; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the other Basic Documents; or violate any law, order, rule or regulation applicable to the Depositor of any court or federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.  There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Depositor’s ability to perform its obligations under the Basic Documents.
 
(f)           No Proceedings.  There are no proceedings or investigations pending or, to the Depositor’s knowledge, threatened, against the Depositor before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties:  (i) asserting the invalidity of this Agreement or any other Basic Document; (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement or any other Basic Document; (iii) seeking any determination or ruling that would  materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document; or (iv) seeking to adversely affect the federal income tax attributes of the Trust, the Notes or the Certificates.
 
(2011-A Sale and Servicing Agreement)
33
 
(g)           No Consents.  The Depositor is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization, or declaration of or with any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any other Basic Document to which it is a party that has not already been obtained, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Basic Documents.
 
Section 6.02    Corporate Existence.  During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which the failure to be so qualified would materially and adversely affect the validity and enforceability of this Agreement, the Basic Documents, the proper administration of this Agreement or the transactions contemplated hereby.  In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.
 
Section 6.03    Liability of Depositor.
 
(a)           The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement (which shall not include distributions on account of the Notes or the Certificates).
 
(b)           The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to the Other Assets of the Depositor.  To the extent that, notwithstanding the agreements and provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which, under the terms of the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositor), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement will be deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 6.03(b) and the terms of this Section 6.03(b) may be enforced by an action for specific performance.  The provisions of this Section 6.03(b) will be for the third party benefit of those entitled to rely thereon and will survive the termination of this Agreement.
 
(2011-A Sale and Servicing Agreement)
34
 
Section 6.04    Merger or Consolidation of, or Assumption of the Obligations of, Depositor.  Any Person (a) into which the Depositor may be merged or consolidated, (b) resulting from any merger, conversion, or consolidation to which the Depositor is a party, (c) succeeding to the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement.  Notwithstanding the foregoing, if the Depositor enters into any of the foregoing transactions and is not the surviving entity, (x) the Depositor shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor will deliver to the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interest.  It shall be a condition precedent to any of the foregoing transactions that (1) the Rating Agency Condition shall be satisfied with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the Noteholders than those contained in the Certificate of Incorporation and Bylaws of the Depositor.
 
Section 6.05    Amendment of Depositor’s Organizational Documents.  The Depositor shall not amend its organizational documents except in accordance with the provisions thereof.
 
ARTICLE VII.
 
THE SERVICER
 
Section 7.01    Representations of Servicer.  The Servicer makes the following representations upon which the Issuer is deemed to have relied in acquiring the Receivables.  Such representations speak as of the execution and delivery of this Agreement and as of the Closing Date and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.
 
(a)           Organization and Good Standing.  The Servicer is duly organized and validly existing as a corporation in good standing under the laws of the State of its incorporation, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, the corporate power, authority and legal right to acquire, own, and service the Receivables.
 
(2011-A Sale and Servicing Agreement)
35

 
(b)           Due Qualification.  The Servicer is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely affect the Servicer’s ability to acquire, own and service the Receivables.
 
(c)           Power and Authority.  The Servicer has the power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; and the execution, delivery and performance of this Agreement and the other Basic Documents to which it is a party have been duly authorized by the Servicer by all necessary corporate action.
 
(d)           Binding Obligation.  This Agreement and the other Basic Documents to which it is a party constitute legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity whether applied in a proceeding in equity or at law.
 
(e)           No Violation.  The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of their respective terms shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or bylaws of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a party or by which it is bound; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than this Agreement and the other Basic Documents, or violate any law, order, rule or regulation applicable to the Servicer of any court or  federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or any of its properties. There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Servicer’s ability to perform its obligations under the Basic Documents.
 
(f)           No Proceedings.  There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened, against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Servicer or its properties:  (i) asserting the invalidity of this Agreement or any of the other Basic Documents; (ii) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents; (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents; or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Securities.
 
(2011-A Sale and Servicing Agreement)
36
 
(g)           No Consents.  The Servicer is not required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Servicer to perform its obligations under the Basic Documents.
 
Section 7.02          Indemnities of Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement:
 
(a)           The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securityholders and the Depositor and any of the officers, directors, employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in compliance with the terms of this Agreement.
 
(b)           The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee and the Depositor and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or other income taxes, including franchise taxes asserted with respect to, and as of the date of, the transfer of the Receivables to the Trust or the issuance and original sale of the Securities), and any costs and expenses in defending against the same.
 
(c)           The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Securityholders and any of the officers, directors, employees or agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the negligence, misfeasance or bad faith of the Servicer in the performance of its duties or by failure to perform its obligations under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.
 
(d)           The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.07 of the Indenture.
 
For purposes of this Section, in the event of the termination of the rights and obligations of HCA (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee) pursuant to Section 8.03.
 
(2011-A Sale and Servicing Agreement)
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Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of this Agreement, and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.  The Servicer shall pay all amounts due, pursuant to this Section, with respect to the Indenture Trustee and Owner Trustee as set forth in Section 5.05(b)(viii).
 
Section 7.03         Merger or Consolidation of, or Assumption of the Obligations of, Servicer.  The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer’s business unless, after such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement.  Any Person (a) into which the Servicer may be merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer shall be a party, (c) that acquires by conveyance, transfer or lease substantially all of the assets of the Servicer or (d) succeeding to the business of the Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement.  The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency.  Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business unless (a) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (b) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (c) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (i) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such filings or (ii) no such action shall be necessary to preserve and protect such interest.
 
(2011-A Sale and Servicing Agreement)
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Section 7.04          Limitation on Liability of Servicer and Others.  None of the Servicer or any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided in this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise be imposed by reason of a breach of this Agreement or willful misfeasance or bad faith in the performance of duties.  The Servicer and any director, officer, employee or agent of the Servicer may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement.
 
Section 7.05          Delegation of Duties.  The Servicer may, at any time without notice or consent, delegate (a) any or all of its duties (including, without limitation, its duties as custodian) under the Basic Documents to any of its Affiliates or (b) specific duties to sub-contractors who are in the business of performing such duties; provided, that no such delegation shall relieve the Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuer and the Indenture Trustee for its duties hereunder as if the Servicer alone were performing such duties. The fees and expenses of any subservicer shall be as agreed between the Servicer and such subservicer from time to time, and none of the Owner Trustee, the Indenture Trustee, the Issuer or the Securityholders shall have any responsibility thereof.  For any servicing activities delegated to third parties in accordance with this Section 7.05, the Servicer shall follow such policies and procedures to monitor the performance of such third parties and compliance with such servicing activities as the Servicer follows with respect to comparable motor vehicle receivables serviced by the Servicer for its own account.
 
Section 7.06           Servicer Not to Resign.
 
(a)           Subject to the provisions of Section 7.03, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under applicable law.
 
(b)           Notice of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice.  No resignation of the Servicer shall become effective until a successor shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 8.03.  If no successor Servicer has been appointed within 30 days of resignation or removal, the Servicer, as the case may be, may petition any court of competent jurisdiction for such appointment.
 
Section 7.07           Fidelity Bond.  The Servicer is not required to maintain a fidelity bond or errors and omissions policy.
 
(2011-A Sale and Servicing Agreement)
39
  
ARTICLE VIII.
 
DEFAULT
 
Section 8.01           Servicer Termination Events.  For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”:
 
(a)           Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;
 
(b)           Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amounts of the Controlling Class of Notes; or
 
(c)           The occurrence of an Insolvency Event with respect to the Servicer;
 
provided, however, that a delay or failure of performance referred to under clauses (a) above for a period of 10 days or clause (b) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.
 
Section 8.02          Consequences of a Servicer Termination Event.  If a Servicer Termination Event shall occur, the Indenture Trustee or Noteholders evidencing more than 50% of the voting interests of the Controlling Class may, by notice given in writing to the Servicer (and to the Indenture Trustee, the Owner Trustee and the Depositor if given by such Noteholders), terminate all of the rights and obligations of the Servicer under this Agreement.  On or after the receipt by the Servicer of such written notice, all authority, power, obligations and responsibilities of the Servicer under this Agreement automatically shall pass to, be vested in and become obligations and responsibilities of the successor Servicer; provided, however, that the successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer.  The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes have been paid in full) as lienholder or secured party on the related certificates of title of the Financed Vehicles or otherwise.  The terminated Servicer agrees to cooperate with the successor Servicer in effecting the termination of the responsibilities and rights of the terminated Servicer under this Agreement, including the transfer to the successor Servicer for administration by it of all money and property held by the Servicer with respect to the Receivables and other records relating to the Receivables, including any portion of the Receivables File held by the Servicer and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables.  The terminated Servicer shall also provide the successor Servicer access to Servicer personnel and computer records in order to facilitate the orderly and efficient transfer of servicing duties.
 
(2011-A Sale and Servicing Agreement)
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Section 8.03           Appointment of Successor Servicer.
 
(a)           On and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, the Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint a successor Servicer which shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, except as otherwise stated herein.  The Depositor, the Owner Trustee, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.  In the event that the Indenture Trustee and the Noteholders are unable to appoint a successor within thirty (30) days of the date of the related notice of termination, the Indenture Trustee may petition a court of competent jurisdiction to appoint a successor Servicer.  If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer.  The original Servicer shall pay any and all fees and expenses incurred as a result of a transfer of servicing.
 
(b)           The Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if it exercises its right to appoint a successor to the Servicer.  Pending appointment pursuant to the preceding paragraph, the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such appointment.
 
(c)           Upon appointment, the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities arising thereafter relating thereto placed on the predecessor Servicer, and shall be entitled to the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement.
 
Section 8.04          Notification to Securityholders.  Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Administrator shall give prompt written notice thereof to the Certificateholders, and the Indenture Trustee shall give prompt written notice thereof to the Noteholders and each Rating Agency.
 
(2011-A Sale and Servicing Agreement)
41
 
Section 8.05          Waiver of Past Defaults. The Noteholders evidencing more than 50% of the voting interests of the Controlling Class may, on behalf of all Securityholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits to or payments from any of the Trust Accounts in accordance with this Agreement.  Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement.  No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.
 
ARTICLE IX.
 
TERMINATION
 
Section 9.01          Optional Purchase of All Receivables.
 
(a)           On each Payment Date as of which the Pool Balance is equal to or less than 5% of the Initial Pool Balance, the Servicer shall have the option to purchase the Receivables.  To exercise such option, the Servicer shall deposit to the Collection Account pursuant to Section 5.04 an amount equal to the aggregate Purchased Amount for the Receivables and shall succeed to all interests in and to the Receivables.  The exercise of such option shall effect a redemption, in whole but not in part, of all outstanding Notes.
 
(b)           As described in Article 9 of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.
 
(c)           Following the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Trust will succeed to the rights of, and assume the obligations to make payments to Certificateholders of, the Indenture Trustee pursuant to this Agreement.
 
ARTICLE X.
 
MISCELLANEOUS
 
Section 10.01         Amendment.
 
(a)           This Agreement may be amended by the Depositor and the Servicer, but without the consent of the Indenture Trustee, the Owner Trustee, any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for the purpose of correcting any inconsistency with the Prospectus dated January 18, 2011 or the Prospectus Supplement dated January 20, 2011, or for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that such action shall not materially and adversely affect the interests of any Noteholder or Certificateholder, and the Rating Agency Condition shall be satisfied with respect to such action.
 
(2011-A Sale and Servicing Agreement)
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(b)           This Agreement may also be amended from time to time by the Depositor, the Servicer and the Issuer, with the prior written consent of the Indenture Trustee and Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class of Notes, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Securityholders; provided, however, that no such amendment shall (i) reduce the interest rate or principal amount of any Note or delay the Stated Maturity Date of any Note without the consent of the Holder of such Note or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes, the Securityholders of which are required to consent to any such amendment, without the consent of the Noteholders holding all Outstanding Notes and Certificateholders holding all outstanding Certificates.
 
Promptly after the execution of any amendment or consent, the Administrator shall furnish written notification of the substance of such amendment or consent to each Securityholder, the Indenture Trustee and each Rating Agency.
 
It shall not be necessary for the consent of Securityholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof.
 
Prior to the execution of any amendment to this Agreement, the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and the Opinion of Counsel referred to in Section 10.02(i)(A).  The Owner Trustee, on behalf of the Issuer, and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or immunities under this Agreement or otherwise.
 
Section 10.02        Protection of Title to Trust.
 
(a)           The Servicer shall file such financing statements and cause to be filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and the Indenture Trustee in the Receivables and the proceeds thereof.  The Servicer shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as available following such filing.
 
(b)           Neither the Depositor nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above insufficient within the meaning of Section 9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements.
 
(c)           The Servicer shall at all times maintain each office from which it shall service Receivables, and its principal executive office, within the United States of America.
 
(2011-A Sale and Servicing Agreement)
43
 
(d)           The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of each such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on or with respect to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of each such Receivable.
 
(e)           The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in such Receivable and that such Receivable is owned by the Issuer and has been pledged to the Indenture Trustee.  Indication of the Issuer’s interest in a Receivable shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or repurchased.
 
(f)           If at any time the Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the Indenture Trustee.
 
(g)           The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice and at any time during normal business hours to inspect, audit and make copies of and abstracts from the Servicer’s records regarding any Receivable.
 
(h)           Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished prior to such request indicating removal of Receivables from the Trust.
 
(i)            Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:
 
(i)           promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest; and
 
(2011-A Sale and Servicing Agreement)
44
 
(ii)           within 90 days after the beginning of each calendar year beginning with the first calendar year beginning more than three months after the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day period, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements have been filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) no such action shall be necessary to preserve and protect such interest.
 
(j)            Restrictions on Liens.  The Servicer shall not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to or permit in the future (upon the occurrence of a contingency or otherwise) the creation, incurrence or existence of any Lien on or restriction on transferability of any Receivable except for the Lien of the Indenture and the restrictions on transferability imposed by this Agreement or (ii) file any UCC financing statements in any jurisdiction that names HCA, the Servicer or the Depositor as a debtor, and any Person other than the Depositor, the Indenture Trustee or the Issuer as a secured party, or sign any security agreement authorizing any secured party thereunder to file any such financing statement with respect to the Receivables or the related property.
 
Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary (as of the date of such opinion) to be taken in the following year to preserve and protect such interest.
 
Section 10.03        Notices.  All demands, notices, communications and instructions upon or to the Depositor, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or any Rating Agency under this Agreement shall be in writing, personally delivered, faxed and followed by first class mail, or mailed by certified mail, return receipt requested (or with respect to any Rating Agency, electronically delivered), and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, to 3161 Michelson Drive, Suite 1900, Irvine, California  92612, Attention: Vice President and Secretary, with a copy to General Counsel; (b) in the case of the Servicer and HCA, to 3161 Michelson Drive, Suite 1900, Irvine, California  92612, Attention:  Vice President, Finance; (c)  in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the Trust Agreement); (d) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World Trade Center, 250 Greenwich Street, New York, NY 10007; (e) in the case of the Indenture Trustee, at the Corporate Trust Office (as defined in the Indenture); and (f) in the case of Standard & Poor’s, via electronic delivery to Servicer_reports@sandp.com or at the following address: 55 Water Street (40th Floor), New York, New York 10041, Attention:  ABS Surveillance Department; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.
 
Section 10.04       Assignment by the Depositor or the Servicer.  Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this Agreement may not be assigned by the Depositor or the Servicer.
 
(2011-A Sale and Servicing Agreement)
45
 
Section 10.05        Limitations on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Depositor, the Servicer, the Issuer, the Owner Trustee, the Certificateholders, the Indenture Trustee and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.
 
Section 10.06        Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
Section 10.07       Counterparts.  This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.
 
Section 10.08         Headings.  The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.
 
Section 10.09        GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
 
Section 10.10       Assignment by Issuer.  The Depositor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.
 
Section 10.11       Nonpetition Covenants.  Notwithstanding any prior termination of this Agreement, the parties hereto shall not, prior to the date that is one year and one day after the termination of this Agreement with respect to the Issuer or the Depositor, acquiesce, petition or otherwise invoke or cause the Issuer or the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Depositor.
 
Section 10.12        Limitation of Liability of Owner Trustee and Indenture Trustee.
 
(a)           Notwithstanding anything contained herein to the contrary, this Agreement has been executed by Wilmington Trust Company not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust Company in its individual capacity or, except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in accordance with the priorities set forth herein.  For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles VI, VII and VIII of the Trust Agreement.
 
(2011-A Sale and Servicing Agreement)
46
 
(b)           Notwithstanding anything contained herein to the contrary, this Agreement has been accepted by Citibank, N.A., not in its individual capacity but solely as Indenture Trustee, and in no event shall Citibank, N.A. have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in accordance with the priorities set forth herein.
 
Section 10.13         Information to Be Provided by the Indenture Trustee.
 
(a)           For so long as the Servicer is filing reports under the Exchange Act with respect to the Issuer, the Indenture Trustee shall (i) on or before the fifth Business Day of each month, notify the Servicer, in writing, of any Form 10-D Disclosure Item with respect to the Indenture Trustee, together with a description of any such Form 10-D Disclosure Item in form and substance reasonably satisfactory to the Servicer; provided, however, that the Indenture Trustee shall not be required to provide such information in the event that there has been no change to the information previously provided by the Indenture Trustee to Servicer, and (ii) as promptly as practicable following notice to or discovery by a Responsible Officer of the Indenture Trustee of any changes to such information, provide to the Servicer, in writing, such updated information.
 
(b)           As soon as available but no later than March 15 of each calendar year for so long as the Issuer is filing reports under the Exchange Act, commencing in March 15, 2011, the Indenture Trustee shall:
 
(i)  deliver to the Servicer a report regarding the Indenture Trustee’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the Exchange Act and Item 1122 of Regulation AB.  Such report shall be signed by an authorized officer of the Indenture Trustee, and shall address each of the Servicing Criteria specified in Schedule I or such other criteria as mutually agreed upon by the Servicer and the Indenture Trustee;
 
(ii)  cause a firm of registered public accountants that is qualified and independent with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K that attests to, and reports on, the assessment of compliance made by the Indenture Trustee and delivered to the Servicer pursuant to the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;
 
(2011-A Sale and Servicing Agreement)
47
 
(iii)  deliver to the Servicer and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act) on behalf of the Issuer or the Servicer substantially in the form attached hereto as Exhibit D or such form as mutually agreed upon by the Servicer and the Indenture Trustee; and
 
(iv)  notify the Seller in writing of any affiliations or relationships (as described in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119 Party, provided, that no such notification need be made if the affiliations or relationships are unchanged from those provided in the notification in the prior calendar year
 
The Indenture Trustee acknowledges that the parties identified in clause (iii) above may rely on the certification provided by the Indenture Trustee pursuant to such clause in signing a Sarbanes Certification and filing such with the Commission.
 
(c)           The Indenture Trustee agrees to perform all duties and obligations applicable to or required of the Indenture Trustee set forth in Appendix A attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable to it.
 
Section 10.14        Form 8-K Filings.  So long as the Servicer is filing Exchange Act Reports with respect to the Issuer, the Indenture Trustee shall promptly notify the Servicer, but in no event later than one (1) Business Day after its occurrence, of any Reportable Event of which a Responsible Officer of the Indenture Trustee has actual knowledge (other than a Reportable Event described in clause (a) or (b) of the definition thereof as to which the Servicer has actual knowledge). The Indenture Trustee shall be deemed to have actual knowledge of any such event to the extent that it relates to the Indenture Trustee or any action or failure to act by the Indenture Trustee.  The statements contained in the Servicing Criteria assessment and any other information with respect to Citibank, N.A. provided by Citibank, N.A. to the Seller or its affiliates under this Section 10.14 or Section 10.13 (excluding clause (b)(ii)) shall be referred to as the “Provided Information.”
 
[SIGNATURE PAGES FOLLOW]
 
(2011-A Sale and Servicing Agreement)
48
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written.
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
   
By:
WILMINGTON TRUST COMPANY,
 
not in its individual capacity
 
but solely as Owner Trustee
   
By:
/s/ Jeanne M. Oller
Name:
Jeanne M. Oller
Title:
Assistant Vice President
 
(2011-A Sale and Servicing Agreement)
S-1
 
HYUNDAI ABS FUNDING CORPORATION,
as Depositor
   
By:
/s/ Min Sok Randy Park
Name:
Min Sok Randy Park
Title:
Vice President and Secretary
 
(2011-A Sale and Servicing Agreement)
S-2
 
HYUNDAI CAPITAL AMERICA,
as Servicer and Seller
   
By:
/s/  Dae Kwon Ko
Name:
   Dae Kwon Ko
Title:
   Treasurer
 
(2011-A Sale and Servicing Agreement)
S-3
 
CITIBANK, N.A.,
not in its individual capacity
but solely as Indenture Trustee
   
By:
/s/  Karen Schluter
Name:
   Karen Schluter
Title:
   Vice President
 
(2011-A Sale and Servicing Agreement)
S-4
 
EXHIBIT A
 
Representations and Warranties of Hyundai Capital America
Under Section 3.02 of the Receivables Purchase Agreement
 
Terms used in this Exhibit A shall have the meanings assigned to them in the Receivables Purchase Agreement, dated as of January 27, 2011 (the “Receivables Purchase Agreement”), between Hyundai Capital America as seller (the “Seller”) and Hyundai ABS Funding Corporation as depositor (the “Depositor”).  Terms not defined in the Receivables Purchase Agreement shall have the meanings assigned to them in the Sale and Servicing Agreement.
 
(a)           The Seller hereby represents and warrants as follows to the Depositor and the Indenture Trustee as of the date hereof and as of the Closing Date:
 
(i)  Organization and Good Standing.  The Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California, with the corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.
 
(ii)  Due Qualification.  The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely affect the Seller’s ability to acquire, own and service the Receivables.
 
(iii)  Power and Authority.  The Seller has the power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; the Seller had at all relevant times, and has, full power, authority and legal right to sell, transfer and assign the property sold, transferred and assigned to the Depositor hereby and has duly authorized such sale, transfer and assignment to the Depositor by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.
 
(iv)  No Violation.  The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party and the fulfillment of their respective terms do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the articles of incorporation or bylaws of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement), or violate any law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties.  There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Seller’s ability to perform its obligations under the Basic Documents.
 
(2011-A Sale and Servicing Agreement)
Exhibit A-1
 
(v)  No Proceedings.  There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened against the Seller before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties (i) asserting the invalidity of this Agreement or any other Basic Document to which the Seller is a party, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Basic Document to which the Seller is a party or (iii) seeking any determination or ruling that would materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document to which the Seller is a party.
 
(vi)  Valid Sale, Binding Obligation.  This Agreement and the other Basic Documents to which the Seller is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).
 
(vii)  Chief Executive Office.  The chief executive office of the Seller is located at 3161 Michelson Drive, Suite 1900, Irvine, California 92612.
 
(viii)  No Consents.  The Seller is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization, or declaration of or with any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity, or enforceability of this Agreement or any other Basic Document to which it is a party that has not already been obtained, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Basic Documents.
 
(ix)  Ordinary Course.  The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.
 
(2011-A Sale and Servicing Agreement)
Exhibit A-2
 
 

(x)  Solvency.  The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Receivables, nor does the Seller contemplate any pending insolvency.
 
(xi)  Creditors.  The Seller represents and warrants that it did not sell the Receivables to the Depositor with any intent to hinder, delay or defraud any of its creditors.
 
(xii)  No Notice.  The Seller represents and warrants that it acquired title to the Receivables in good faith, without notice of any adverse claim.
 
(xiii)  Bulk Transfer.  The Seller represents and warrants that the transfer, assignment and conveyance of the Receivables by the Seller pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.
 
(b)           The Seller makes the following representations and warranties with respect to the Receivables, on which the Depositor relies in accepting the Receivables and in transferring the Receivables to the Issuer under the Sale and Servicing Agreement, and on which the Issuer relies in pledging the same to the Indenture Trustee.  Such representations and warranties speak as of the execution and delivery of this Agreement or as of the Cutoff Date as applicable, but shall survive the sale, transfer and assignment of the Receivables to the Depositor, the subsequent sale, transfer and assignment of the Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture.
 
(i)  Characteristics of Receivables.  Each Receivable (A) was originated in the United States of America by a Dealer located in the United States of America for the retail sale of a Financed Vehicle in the ordinary course of such Dealer’s business and satisfied the Seller’s Credit and Collection Policy as of the date of origination of the related Receivable, is payable in United States dollars, has been fully and properly executed by the parties thereto, has been purchased by the Seller from such Dealer under an existing Dealer Agreement and has been validly assigned by such Dealer to the Seller, (B) has created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the Financed Vehicle, which security interest is assignable by the Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture Trustee, (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, (D) provides for fixed level monthly payments (provided that the payment in the last month of the term of the Receivable may be insignificantly different from the level payments) that fully amortize the Amount Financed by maturity and yield interest at the APR, (E) amortizes using the simple interest method and (F) has an Obligor which is not an affiliate of HCA, is not a government or governmental subdivision or agency and is not shown on the Servicer’s records as a debtor in a pending bankruptcy proceeding.

(2011-A Sale and Servicing Agreement)
 
Exhibit A-3
 

(ii)  Compliance with Law.  Each Receivable and the sale of the related Financed Vehicle complied at the time it was originated or made, and at the time of execution of this Agreement complies, in all material respects with all requirements of applicable federal, state and local laws, rulings and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B” and “Z”, the Servicemembers Civil Relief Act, the Gramm-Leach-Bliley Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer credit laws and equal credit opportunity and disclosure laws.
 
(iii)  Binding Obligation.  Each Receivable represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except (A) as enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law and (B) as such Receivable may be modified by the application after the Transfer Date of the Servicemembers Civil Relief Act.
 
(iv)  No Government Obligor.  No Receivable is due from the United States of America or any State or any agency, department, subdivision or instrumentality thereof.
 
(v)  Obligor Bankruptcy.  According to the records of the Seller, as of the Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.
 
(vi)  Schedule of Receivables.  The information set forth in Schedule A to this Agreement is true and correct in all material respects as of the close of business on the Cutoff Date.
 
(vii)  Marking Records.  By the Closing Date, the Seller will have caused its computer and accounting records relating to each Receivable to be clearly and unambiguously marked to show that the Receivables have been sold to the Depositor by the Seller and transferred and assigned by the Depositor to the Issuer in accordance with the terms of the Sale and Servicing Agreement and pledged by the Issuer to the Indenture Trustee in accordance with the terms of the Indenture.
 
(viii)  Computer Tape.  The computer tape regarding the Receivables made available by the Seller to the Depositor is complete and accurate in all respects as of the Transfer Date.

(2011-A Sale and Servicing Agreement)
 
Exhibit A-4
 

(ix)  No Adverse Selection.  No selection procedures believed by the Seller to be adverse to the Noteholders were utilized in selecting the Receivables.
 
(x)  Chattel Paper.  Each Receivable constitutes chattel paper within the meaning of the UCC as in effect in the state of origination.
 
(xi)  One Original.  There is only one executed original of each Receivable.
 
(xii)  Receivables in Force.  No Receivable has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the Lien of the related Receivable in whole or in part.  None of the terms of any Receivable has been waived, altered or modified in any respect since its origination, except by instruments or documents identified in the related Receivable File.
 
(xiii)  Lawful Assignment.  No Receivable has been originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under this Agreement, the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture.
 
(xiv)  Title.  It is the intention of the Seller that the transfers and assignments herein contemplated constitute sales of the Receivables from the Seller to the Depositor and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.  No Receivable, other than the Receivables identified in the Reconveyance Documents, has been sold, transferred, assigned or pledged by the Seller to any Person other than to the Depositor or pursuant to this Agreement (or by the Depositor to any other Person other than to the Issuer pursuant to the Sale and Servicing Agreement).  Except with respect to the Liens under the Conduit Documents (which such Liens shall be released in accordance with provisions of the Reconveyance Documents), immediately prior to the transfers and assignments herein contemplated, the Seller has good and marketable title to each Receivable free and clear of all Liens, and, immediately upon the transfer thereof, the Depositor shall have good and marketable title to each Receivable, free and clear of all Liens and, immediately upon the transfer thereof from the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of all Liens and, immediately upon the pledge thereof from the Issuer to the Indenture Trustee pursuant to the Indenture, the Indenture Trustee shall have a first priority perfected security interest in each Receivable.
 
(xv)  Security Interest in Financed Vehicle.  Immediately prior to its sale, assignment and transfer to the Depositor pursuant to this Agreement, each Receivable shall be secured by a validly perfected first priority security interest in the related Financed Vehicle in favor of the Seller as secured party, or all necessary and appropriate actions have been commenced that will result in the valid perfection of a first priority security interest in such Financed Vehicle in favor of the Seller as secured party.

(2011-A Sale and Servicing Agreement)
 
Exhibit A-5
 

(xvi)  All Filings Made.  All filings (including UCC filings, except for UCC releases required to be filed in accordance with the Reconveyance Documents) required to be made in any jurisdiction to give the Issuer a first perfected ownership interest in the Receivables and the Indenture Trustee a first priority perfected security interest in the Receivables have been made.
 
(xvii)  No Defenses.  No Receivable is subject to any right of rescission, setoff, counterclaim, dispute or defense, including the defense of usury, whether arising out of transactions concerning the Receivable or otherwise, and the operation of any terms of the Receivable or the exercise by the Seller or the Obligor of any right under the Receivable will not render the Receivable unenforceable in whole or in part, and no such right of rescission, setoff, counterclaim, dispute or defense, including the defense of usury, has been asserted with respect thereto.
 
(xviii)  No Default.  As of the Cutoff Date, the Servicer’s accounting records did not disclose that there was any default, breach, violation or event permitting acceleration under the terms of any Receivable (other than payment delinquencies of not more than 30 days), or that any condition exists or event has occurred and is continuing that with notice, the lapse of time or both would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable, and there has been no waiver of any of the foregoing.
 
(xix)  Insurance.  The Seller, in accordance with its customary procedures, has determined at the origination of the Receivable that the Obligor had obtained physical damage insurance covering the related Finance Vehicle at that time and, under the terms of each Receivable, the Obligor is required to maintain physical damage insurance covering the related Financed Vehicle and to name the Seller as a loss payee.
 
(xx)  Final Scheduled Maturity Date.  No Receivable has a final scheduled payment date after November 29, 2016.
 
(xxi)  Certain Characteristics of the Receivables.  As of the applicable Cutoff Date, (A) each Receivable had an original maturity of not less than 12 or more than 72 months and (B) no Receivable was more than 30 days past due as of the Cutoff Date.
 
(xxii)  No Foreign Obligor.  All of the Receivables were originated in the United States of America.
 
(xxiii)  No Extensions.  The number or timing of scheduled payments has not been changed on any Receivable on or before the Cutoff Date, except as reflected on the computer tape delivered in connection with the sale of the Receivables.

(2011-A Sale and Servicing Agreement)
 
Exhibit A-6
 

(xxiv)  [Reserved].
 
(xxv)  [Reserved].
 
(xxvi)  No Fleet Sales.  No Receivable has been included in a “fleet” sale (i.e., a sale to any single Obligor of more than five Financed Vehicles).
 
(xxvii)  Receivable Files.  The Servicer has in its possession all original copies of documents or instruments that constitute or evidence the Receivables.  The Receivable Files that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed by the Seller to any Person other than the Depositor, except for such Liens as have been released on or before the Closing Date.  All financing statements filed or to be filed against the Seller in favor of the Depositor in connection herewith describing the Receivables contain a statement to the following effect:  “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Receivables Purchase Agreement, will violate the rights of the Depositor.”
 
(xxviii)  No Fraud or Misrepresentation.  Each Receivable was originated by a Dealer and was sold by the Dealer to the Seller, to the best of the Seller’s knowledge, without fraud or misrepresentation on the part of such Dealer in either case.
 
(xxix)  Receivables Not Assumable.  No Receivable is assumable by another person in a manner which would release the Obligor thereof from such Obligor’s obligations to the Seller with respect to such Receivable.
 
(xxx)  No Impairment.  The Seller has not done anything to convey any right to any person that would result in such person having a right to payments due under a Receivable or otherwise to impair the rights of the Depositor in any Receivable or the proceeds thereof.
 
(xxxi)  [Reserved].
 
(xxxii)  No Corporate Obligor.  All of the Receivables are due from Obligors who are natural persons.
 
(xxxiii)  No Liens.  According to the Servicer’s records as of the Cutoff Date, no liens or claims have been filed for work, labor, or materials relating to a Financed Vehicle that are prior to, or equal or coordinate with the security interest in the Financed Vehicles granted by the related Receivable.
 
(xxxiv)  [Reserved].
 
(xxxv)  APR.  No Receivable has an APR of less than 0.00% and the weighted average coupon on the pool of Receivables is at least 4.74%.

(2011-A Sale and Servicing Agreement)
 
Exhibit A-7
 

(xxxvi)  Remaining Term.  Each Receivable has a remaining term of at least 4 months and no more than 72 months.
 
(xxxvii)  Original Term.  The weighted average original term for the Receivables is at least 64.55 months.
 
(xxxviii)  Remaining Balance.  Each Receivable has a remaining balance of at least $2,000.09 and not greater than $56,355.31.
 
(xxxix)  New Vehicles.  At least 98.57% of the aggregate principal balance of the Receivables is secured by Financed Vehicles which were new at the date of origination.
 
(xl)  [Reserved].
 
(xli)  No Repossessions.  No Financed Vehicle has been repossessed on or prior to the applicable Cutoff Date.
 
(xlii)  [Reserved].
 
(xliii)  [Reserved].
 
(xliv)  Dealer Agreements.  Each Dealer from whom the Seller purchases Receivables has entered into a Dealer Agreement with the Seller providing for the sale of Receivables from time to time by such Dealer to the Seller.
 
(xlv)  Receivable Obligations.  To the best of the Seller’s knowledge, no notice to or consent from any Obligor is necessary to effect the acquisition of the Receivables by the Issuer.
 
(xlvi)  [Reserved].
 
(xlvii)  Computer Tape.  The computer tape from which the selection of the Receivables being acquired on the Closing Date was made available to the accountants that are providing a comfort letter to the Noteholders in connection with the numerical information regarding the Receivables and the Notes.
 
(xlviii)  No Future Disbursement.  At the time each Receivable was acquired from the Dealer, the Amount Financed was fully disbursed.  There is no requirement for future advances of principal thereunder, and, other than in connection with Dealer participations, all fees and expenses in connection with the origination of such Receivable have been paid.
 
(xlix)  [Reserved].
 
(l)  [Reserved].
 
(li)  [Reserved].

(2011-A Sale and Servicing Agreement)
 
Exhibit A-8
 

(lii)  [Reserved].
 
(liii)  [Reserved].
 
(liv)  No Consumer Leases.  No Receivable constitutes a “consumer lease” under either (a) the UCC as in effect in the jurisdiction whose law governs the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.
 
(lv)  Balance as of Cutoff Date.  The aggregate principal balance of the Receivables as of the Cutoff Date is equal to $982,362,180.37.

(2011-A Sale and Servicing Agreement)
 
Exhibit A-9
 

EXHIBIT B
 
Form of Record Date Statement
 
Hyundai Auto Receivables Trust 2011-A

Monthly Servicing Report
        
Collection Period
      
[_____]
Distribution Date
[_____]
Transaction Month
[_____]
30/360 Days
[_____]
Actual/360 Days
[_____]

I.  ORIGINAL DEAL PARAMETERS
  
                                         
Cut off Date:
    
[_____], 2011
                                  
Closing Date:
    
[_____], 2011
                                  
   
   
Dollars
    
Units
    
WAC
    
WAM
          
Original Pool Balance:
   $ 
[_____________
 ]     
[_____
] 
    
[_____
] 
    
[_____
] 
        
                                         
   
Dollar Amount
    
% of Pool
    
Spread
    
Note Rate
    
Final Payment
Date
  
Class A-1 Notes                   Fixed
   $ 
[_____________
 ]     
[_____
 ]            
[_____
] 
    
[_____
] 
Class A-2 Notes                   Fixed
   $ 
[_____________
 ]     
[_____
 ]             
[_____
] 
    
[_____
] 
Class A-3 Notes                   Fixed
   $ 
[_____________
 ]     
[_____
 ]             
[_____
] 
    
[_____
] 
Class A-4 Notes                   Fixed
   $ 
[_____________
 ]     
[_____
 ]             
[_____
] 
    
[_____
] 
Class A-4 Notes                   Fixed
   $ 
[_____________
 ]     
[_____
 ]             
[_____
] 
    
[_____
] 
Class B Notes                       Fixed
   $ 
[_____________
 ]     
[_____
 ]             
[_____
] 
    
[_____
] 
Class C Notes                       Fixed
   $ 
[_____________
 ]     
[_____
 ]             
[_____
] 
    
[_____
] 
Total Securities
   $ 
[_____________
 ]     
[_____
 ]                         
Overcollateralization
   $ 
[_____________
 ]     
[_____
 ]                         
YSOA
   $ 
[_____________
 ]     
[_____
 ]                         
Total Original Pool Balance
   $ 
[_____________
 ]     
[_____
 ]                         
 
II. POOL BALANCE AND PORTFOLIO INFORMATION
  
                   
   
Beginning of Period
    
Ending of Period
        
   
Balance
    
Pool Factor
    
Balance
    
Pool Factor
    
Change
  
Class A-1 Notes
   $ 
[_____________
 ]     
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
Class A-2 Notes
   $ 
[_____________
 ]    
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
Class A-3 Notes
   $ 
[_____________
 ]     
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
Class A-4 Notes
   $ 
[_____________
 ]     
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
Class B Notes
   $ 
[_____________
 ]    
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
Class C Notes
   $ 
[_____________
 ]     
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
Total Securities
   $ 
[_____________
 ]     
[_____
 ]     
[_____
 ]     
[_____
 ]     
[_____
] 
                                         
Weighted Avg. Coupon (WAC)
    
[_____
 ]             
[_____
 ]                 
Weighted Avg. Remaining Maturity (WARM)
    
[_____
 ]             
[_____
 ]                 
Pool Receivables Balance
   $ 
[_____________
 ]            $ 
[_____________
 ]                 
Remaining Number of Receivables
    
[_____
 ]             
[_____
 ]                 
Adjusted Pool Balance
   $ 
[_____________
 ]            $ 
[_____________
 ]                 
 
(2011-A Sale and Servicing Agreement)
 
Exhibit B-1
 

Hyundai Auto Receivables Trust 2011-A

Monthly Servicing Report
        
Collection Period
      
[_____]
Distribution Date
[_____]
Transaction Month
[_____]
30/360 Days
[_____]
Actual/360 Days
[_____]

III.  COLLECTIONS
        
         
Principal:
        
Principal Collections
   $ 
[_____________
 ] 
Repurchased Contract Proceeds Related to Principal
   $ 
[_____________
 ] 
Recoveries/Liquidation Proceeds
   $ 
[_____________
 ] 
Total Principal Collections
   $ 
[_____________
 ] 
         
Interest:
        
Interest Collections
   $ 
[_____________
 ] 
Late Fees & Other Charges
   $ 
[_____________
 ] 
Interest on Repurchase Principal
   $ 
[_____________
 ] 
Total Interest Collections
   $ 
[_____________
 ] 
         
Collection Account Interest
   $ 
[_____________
 ] 
Reserve Account Interest
   $ 
[_____________
 ] 
Servicer Advances
   $ 
[_____________
 ] 
         
Total Collections
   $ 
[_____________
 ] 

(2011-A Sale and Servicing Agreement)
 
Exhibit B-2
 

Hyundai Auto Receivables Trust 2011-A

Monthly Servicing Report
        
Collection Period
      
[_____]
Distribution Date
[_____]
Transaction Month
[_____]
30/360 Days
[_____]
Actual/360 Days
[_____]

IV.  DISTRIBUTIONS
  
   
Total Collections
                   $ 
[_____________
 ] 
Reserve Account Release
                   $ 
[_____________
 ] 
Reserve Account Draw
                   $ 
[_____________
 ] 
Total Available for Distribution
                   $ 
[_____________
 ] 
   
Amount Due
    
Amount Paid
          
1.  Servicing Fee @1.00%:
                        
Servicing Fee Due
   $ 
[_____________
 ]    $ 
[_____________
 ]    $ 
[_____________
 ] 
Collection Account Interest
                   $ 
[_____________
 ] 
Late Fees & Other Charges
                   $ 
[_____________
 ] 
Total due to Servicer
                   $ 
[_____________
 ] 
                         
2.  Noteholders Interest:
                        
Class A-1 Notes
   $ 
[_____________
 ]   $ 
[_____________
 ]         
Class A-2 Notes
   $ 
[_____________
] 
  $ 
[_____________
 ]         
Class A-3 Notes
   $ 
[_____________
 ]   $ 
[_____________
 ]         
Class A-4 Notes
   $ 
[_____________
 ]    $ 
[_____________
 ]         
Class B Notes
   $ 
[_____________
 ]    $ 
[_____________
 ]         
Class C Notes
   $ 
[_____________
 ]    $ 
[_____________
 ]         
Total interest:
   $ 
[_____________
 ]    $ 
[_____________
 ]    $ 
[_____________
 ] 
Available Funds Remaining
                   $ 
[_____________
 ] 
                         
3.  Principal Distribution Amount:
             $ 
[_____________
 ] 
                   
   
Distributable Amount
    
Paid Amount
          
Class A-1 Notes
           $ 
[_____________
 ]         
Class A-2 Notes
           $ 
[_____________
 ]         
Class A-3 Notes
           $ 
[_____________
 ]         
Class A-4 Notes
           $ 
[_____________
 ]         
Class B Notes
           $ 
[_____________
 ]         
Class C Notes
           $ 
[_____________
 ]         
Total:
   $ 
[_____________
 ]    $ 
[_____________
 ]         
Total Noteholders Principal
                   $ 
[_____________
 ] 
                         
4.  Available Amounts Remaining to reserve account
                     $ 
[_____________
 ] 
5.  Trustee Expenses
                   $ 
[_____________
 ] 
6.  Remaining Available Collections Released to Certificateholder
             $ 
[_____________
 ] 

(2011-A Sale and Servicing Agreement)
 
Exhibit B-3
 

Hyundai Auto Receivables Trust 2011-A

Monthly Servicing Report
        
Collection Period
      
[_____]
Distribution Date
[_____]
Transaction Month
[_____]
30/360 Days
[_____]
Actual/360 Days
[_____]

V.  YIELD SUPPLEMENT OVERCOLLATERALIZATION AMOUNT (YSOA)
  
       
Beginning Period Required Amount
 $ 
[_____________
 ] 
Beginning Period Amount
 $ 
[_____________
 ] 
Current Period Amortization
 $ 
[_____________
 ] 
Ending Period Required Amount
 $ 
[_____________
 ] 
Ending Period Amount
 $ 
[_____________
 ] 
Next Distribution Date Required Amount
 $ 
[_____________
 ] 

VI.  RESERVE ACCOUNT
  
       
Reserve Percentage of Initial Adjusted Pool Balance
  
[_____________
 ]% 
Beginning Period Required Amount
 $ 
[_____________
 ] 
Beginning Period Amount
 $ 
[_____________
 ] 
Current Period Release to Collection Account
 $ 
[_____________
 ] 
Current Period Deposit
 $ 
[_____________
 ] 
Current Period Release to Depositor
 $ 
[_____________
 ] 
Ending Period Required Amount ([0.5]% of APB of cut-off date)
 $ 
[_____________
 ] 
Ending Period Amount
 $ 
[_____________
 ] 

VII.  OVERCOLLATERALIZATION
      
     
Overcollateralization Target
[_____]%
  
Overcollateralization Floor
[_____]%
  
                         
   
Beginning
    
Ending
    
Target
  
Overcollateralization Amount
   $ 
[_____________
 ]    $ 
[_____________
 ]    $ 
[_____________
 ]
Overcollateralization as a % of Adjusted Pool
    
[_____
 ]     
[_____
 ]     
[_____
 ] 

(2011-A Sale and Servicing Agreement)
 
Exhibit B-4
 

Hyundai Auto Receivables Trust 2011-A

Monthly Servicing Report
        
Collection Period
      
[_____]
Distribution Date
[_____]
Transaction Month
[_____]
30/360 Days
[_____]
Actual/360 Days
[_____]

VIII.  DELINQUENCY AND NET LOSS ACTIVITY
  
 
Units Percent
    
Units
    
Dollars
Percent
    
Dollar Amount
  
Current
[_____
] 
  
[_____
] 
  
[_____
] 
  
$ 
[_____________
 ] 
30 – 60 Days
[_____
] 
  
[_____
] 
  
[_____
] 
  
$ 
[_____________
 ] 
61 – 90 Days
[_____
] 
  
[_____
] 
  
[_____
] 
  
$ 
[_____________
 ] 
91 + Days
[_____
] 
  
[_____
] 
  
[_____
] 
  
$ 
[_____________
 ] 
Total
      
[_____
] 
        
$
[_____________
 ] 
                     
 
 
Delinquent Receivables 61+ days past due
[_____
] 
  
[_____
] 
  
[_____
] 
  
$
[_____________
 ] 
Delinquency Ratio 61+ for 1st Preceding Collection Period
[_____
] 
  
[_____
] 
  
[_____
] 
  
$
[_____________
 ] 
Delinquency Ratio 61+ for 2nd Preceding Collection Period
[_____
] 
  
[_____
] 
  
[_____
] 
  
$ 
[_____________
 ] 
Three-Month Average Delinquency Ratio
[_____
] 
        
[_____
] 
        
                         
Repossession in Current Period
      
[_____
] 
         $
[_____________
 ] 
Repossession Inventory
      
[_____
] 
         $ 
[_____________
 ] 
                         
Charge-Offs
                        
Gross Principal of Charge-Off for Current Period
                   $ 
[_____________
 ] 
Recoveries
                   $ 
[_____________
 ] 
Net Charge-offs for Current Period
                   $ 
[_____________
 ] 
                         
Beginning Pool Balance for Current Period
                   $ 
[_____________
 ] 
                         
Net Loss Ratio
                    
[_____
] 
Net Loss Ratio for 1st Preceding Collection Period
                    
[_____
] 
Net Loss Ratio for 2nd Preceding Collection Period
                    
[_____
] 
Three-Month Average Net Loss Ratio for Current Period
                    
[_____
] 
                         
Cumulative Net Losses for All Periods
                   $ 
[_____________
 ]
Cumulative Net Losses as a % of Initial Pool Balance
                    
[_____
] 
                         
Principal Balance of Extensions
                   $ 
[_____________
 ]
Number of Extensions
                    
[_____
] 

(2011-A Sale and Servicing Agreement)
 
Exhibit B-5
 

EXHIBIT C
 
Form of Servicer’s Certificate
 
Collection Period:        ________________
Distribution Date:        ________________
 
Hyundai Auto Receivables Trust 2011-A
 
The undersigned certifies that he is an officer of Hyundai Capital America, a California corporation (“HCA”), and that as such he is duly authorized to execute and deliver this certificate on behalf of HCA pursuant to Section 4.09 of the Sale and Servicing Agreement dated January 27, 2011 among Hyundai Auto Receivables Trust 2011-A, as Issuer, Hyundai ABS Funding Corporation, as Depositor, HCA, as Seller and Servicer, and Citibank, N.A,, as Indenture Trustee (the “Sale and Servicing Agreement”) (all capitalized terms used herein without definition have the respective meanings specified in the Sale and Servicing Agreement) and further certifies that:
 
1.           The Servicer’s report for the period from _________ to _________ attached to this certificate is complete and accurate and contains all information required by Section 4.09 of the Sale and Servicing Agreement; and
 
2.           As of _____________, no Servicer Termination Events have occurred.
 
IN WITNESS WHEREOF, I have fixed hereunto my signature this ___ day of ___________.
 
HYUNDAI CAPITAL AMERICA,
as Servicer
 
By: 
   
 
Name:
 
Title:

(2011-A Sale and Servicing Agreement)
 
Exhibit C-1
 

EXHIBIT D
 
Form of Indenture Trustee’s Annual Sarbanes Certification
 
Re:
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
Citibank, N.A., not in its individual capacity but solely as indenture trustee  (the “Indenture Trustee”), certifies to Hyundai Capital America (the “Servicer”), and its officers, with the knowledge and intent that they will rely upon this certification, that:
 
(1)           It has reviewed the report on assessment of the Indenture Trustee’s compliance provided in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act of 1934, as amended, and Item 1122 of Regulation AB (the “Servicing Assessment”) that was delivered by the Indenture Trustee to the Servicer pursuant to the Sale and Servicing Agreement (the “Agreement”), dated as of January 27, 2011, by and among Hyundai Auto Receivables Trust 2011-A, Hyundai ABS Funding Corporation, the Servicer, Hyundai Capital America, as seller, and the Indenture Trustee;
 
(2)           To the best of its knowledge, the Servicing Assessment, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Servicing Assessment; and
 
(3)           To the best of its knowledge, all of the Provided Information (as defined in Section 10.14 of the Agreement) required to be provided by the Indenture Trustee under the Agreement has been provided to the Seller.
 
CITIBANK, N.A., not in its individual capacity but
solely as Indenture Trustee
Date: _________________________

(2011-A Sale and Servicing Agreement)
 
Exhibit D-1
 

SCHEDULE A
 
Schedule of Receivables
 
[Delivered to the Trust at Closing]

(2011-A Sale and Servicing Agreement)
 
Schedule A-1
 

SCHEDULE B
 
Yield Supplement Overcollateralization Amount
 
With respect to any Payment Date, the “Yield Supplement Overcollateralization Amount” is the amount specified below:
 
Payment Date
  
Yield Supplement
Overcollateralization
Amount
  
Closing Date
   $ 37,004,155.94  
March 2011
   $ 34,616,617.31  
April 2011
   $ 33,435,168.55  
May 2011
   $ 32,274,652.79  
June 2011
   $ 31,135,218.61  
July 2011
   $ 30,017,003.74  
August 2011
   $ 28,919,951.59  
September 2011
   $ 27,843,914.21  
October 2011
   $ 26,788,545.08  
November 2011
   $ 25,753,437.98  
December 2011
   $ 24,738,252.83  
January 2012
   $ 23,743,056.35  
February 2012
   $ 22,767,974.18  
March 2012
   $ 21,813,143.12  
April 2012
   $ 20,878,696.86  
May 2012
   $ 19,964,767.70  
June 2012
   $ 19,071,489.62  
July 2012
   $ 18,198,978.75  
August 2012
   $ 17,347,353.86  
September 2012
   $ 16,516,729.85  
October 2012
   $ 15,707,219.22  
November 2012
   $ 14,918,893.29  
December 2012
   $ 14,151,797.40  
January 2013
   $ 13,406,037.17  
February 2013
   $ 12,681,748.27  
March 2013
   $ 11,979,065.61  
April 2013
   $ 11,298,124.62  
May 2013
   $ 10,639,060.29  
June 2013
   $ 10,002,008.33  
July 2013
   $ 9,387,070.30  
August 2013
   $ 8,794,319.59  
September 2013
   $ 8,223,812.01  
October 2013
   $ 7,675,437.03  
November 2013
   $ 7,148,164.03  
December 2013
   $ 6,640,765.01  
January 2014
   $ 6,152,441.32  
February 2014
   $ 5,683,216.42  

(2011-A Sale and Servicing Agreement)
 
Schedule B-1
 

Payment Date
  
Yield Supplement
Overcollateralization
Amount
  
March 2014
   $ 5,233,206.90  
April 2014
   $ 4,802,538.80  
May 2014
   $ 4,391,331.74  
June 2014
   $ 3,999,702.81  
July 2014
   $ 3,627,761.37  
August 2014
   $ 3,275,623.52  
September 2014
   $ 2,943,396.52  
October 2014
   $ 2,631,124.85  
November 2014
   $ 2,338,532.76  
December 2014
   $ 2,065,265.44  
January 2015
   $ 1,811,138.29  
February 2015
   $ 1,576,214.90  
March 2015
   $ 1,360,611.94  
April 2015
   $ 1,164,442.30  
May 2015
   $ 987,794.28  
June 2015
   $ 830,751.03  
July 2015
   $ 693,334.98  
August 2015
   $ 575,503.27  
September 2015
   $ 477,120.95  
October 2015
   $ 397,553.23  
November 2015
   $ 332,544.79  
December 2015
   $ 276,819.88  
January 2016
   $ 226,718.17  
February 2016
   $ 181,643.17  
March 2016
   $ 141,618.07  
April 2016
   $ 106,672.65  
May 2016
   $ 76,818.05  
June 2016
   $ 52,044.68  
July 2016
   $ 32,297.95  
August 2016
   $ 17,497.79  
September 2016
   $ 7,542.63  
October 2016
   $ 2,242.11  
November 2016
   $ 310.80  
December 2016
   $ 8.34  
January 2017
   $ 0.00  

(2011-A Sale and Servicing Agreement)
 
Schedule B-2
 

APPENDIX A
 
REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS
 
PART I

DEFINED TERMS

Section 1.01.  Unless otherwise defined herein, terms used in this Appendix A that are defined in the Agreement to which this Appendix A is attached shall have the same meanings herein as in the Agreement.
 
PART II
 
COMPLIANCE WITH REGULATION AB

Section 2.01.  Intent of the Parties; Reasonableness.

Each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee acknowledges and agrees that the purpose of Part II of this Appendix A is to facilitate compliance by the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee with the provisions of Regulation AB and the related rules and regulations of the Commission.
 
Neither the Issuer nor the Seller shall exercise its right to request delivery of information, reports or other performance under these provisions for purposes other than compliance with Regulation AB.  Each of the Issuer, the Seller and the Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise.  For so long as the Issuer is subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all reasonable requests made by any of the other parties hereto (including any of its assignees or designees), as the case may be, in good faith for delivery of such information or reports, including, without limitation, any Servicer compliance statements and reports (solely with respect to the Servicer), and assessments of compliance and attestation, as may be required under the then-current interpretations of Regulation AB.  The servicing criteria to be addressed in the Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I attached hereto and such assessments of compliance and attestations shall be provided by March 15th and shall only be required for years in which a 10-K is required to be filed.

(2011-A Sale and Servicing Agreement)
 
Appendix A-1
 

SCHEDULE I
 
Servicing Criteria To Be Addressed In Assessment Of Compliance

The assessment of compliance to be delivered by the Indenture Trustee, shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria”:

Reference
  
Criteria
     
   
Cash Collection and Administration
     
1122(d)(2)(ii)
  
Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
     
   
Investor Remittances and Reporting
     
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, or such other number of days specified in the transaction agreements.
     
1122(d)(3)(iv)
  
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
 
*Solely with respect to remittances

(2011-A Sale and Servicing Agreement)
 
Schedule I-1
 
EX-10.3 7 v209270_ex10-3.htm Unassociated Document
Exhibit 10.3
 
 
OWNER TRUST ADMINISTRATION AGREEMENT
among
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A, as Issuer,
 
HYUNDAI CAPITAL AMERICA, as Administrator,
 
and
 
CITIBANK, N.A., as Indenture Trustee
 
Dated as of January 27, 2011
 
 
(2011-A Owner Trust Administration Agreement)
 
 
 

TABLE OF CONTENTS

   
Page
     
Section 1.1
Duties of the Administrator with Respect to the Depository Agreement and the Indenture
2
     
Section 1.2
Additional Duties
5
     
Section 1.3
Non-Ministerial Matters
6
     
Section 2.
Records
7
     
Section 3.
Compensation
7
     
Section 4.
Additional Information To Be Furnished to the Issuer
7
     
Section 5.
Independence of the Administrator
7
     
Section 6.
No Joint Venture
7
     
Section 7.
Other Activities of Administrator
7
     
Section 8.
Term of Agreement; Resignation and Removal of Administrator
7
     
Section 9.
Action upon Termination, Resignation or Removal
9
     
Section 10.
Notices
9
     
Section 11.
Amendments
10
     
Section 12.
Successors and Assigns
11
     
Section 13.
GOVERNING LAW
11
     
Section 14.
Headings
11
     
Section 15.
Counterparts
11
     
Section 16.
Severability
11
     
Section 17.
Not Applicable to Citibank, N.A. in Other Capacities
11
     
Section 18.
Limitation of Liability of Owner Trustee and Indenture Trustee
11
     
Section 19.
Third-Party Beneficiary
12
     
Section 20.
Nonpetition Covenants
12
     
Section 21.
Liability of Administrator
13
     
Exhibit A
POWER OF ATTORNEY
A-1
 
(2011-A Owner Trust Administration Agreement)
 
i
 

This OWNER TRUST ADMINISTRATION AGREEMENT dated as of January 27, 2011 (this “Agreement”) among HYUNDAI AUTO RECEIVABLES TRUST 2011-A, a Delaware statutory trust (the “Issuer”), HYUNDAI CAPITAL AMERICA, a California corporation, as administrator (the “Administrator”), and CITIBANK, N.A., a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
 
WITNESSETH:
 
WHEREAS, the Issuer was formed pursuant to a Trust Agreement dated as of August 26, 2010 and is governed by an Amended and Restated Trust Agreement dated as of January 27, 2011 (as amended and supplemented from time to time, the “Trust Agreement”), by and among Hyundai ABS Funding Corporation, as depositor (the “Depositor”), Wilmington Trust Company, not in its individual capacity but solely as owner trustee (the “Owner Trustee”), and Hyundai Capital America, as administrator (the “Administrator”), and is issuing 0.31830% Asset Backed Notes, Class A-1, 0.69% Asset Backed Notes, Class A-2, 1.16% Asset Backed Notes, Class A-3, 1.78% Asset Backed Notes, Class A-4 (collectively, the “Class A Notes”), 2.45% Asset Backed Notes, Class B (the “Class B Notes”), and 3.00% Asset Backed Notes (the “Class C Notes”, collectively with the Class A Notes and the Class B Notes, the “Notes”) pursuant to the Indenture dated as of January 27, 2011 (as amended and supplemented from time to time, the “Indenture”), between the Issuer and the Indenture Trustee, and is issuing asset backed certificates (the “Trust Certificates” and, collectively with the Notes, the “Securities”) pursuant to the Trust Agreement (capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Trust Agreement, as applicable);
 
WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Securities (collectively, the “Related Agreements”), including (i) a Sale and Servicing Agreement dated as of January 27, 2011 (as amended and supplemented from time to time, the “Sale and Servicing Agreement”), among Hyundai Capital America, as seller (in such capacity, the “Seller”) and as servicer (in such capacity the “Servicer”), the Depositor, the Issuer and the Indenture Trustee, (ii) a Letter of Representations dated January 27, 2011 (as amended and supplemented from time to time, the “Depository Agreement”), among the Issuer, the Indenture Trustee, the Administrator and The Depository Trust Company (“DTC”) relating to the Notes and (iii) the Indenture.
 
WHEREAS, pursuant to the Related Agreements, the Issuer and Owner Trustee are required to perform certain duties in connection with (a) the Notes and the collateral therefor pledged pursuant to the Indenture (the “Collateral”) and (b) the beneficial ownership interests in the Issuer (the registered holders of such interests being referred to herein as the “Owners”);
 
WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time to time request; and
 
(2011-A Owner Trust Administration Agreement)
 
WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein;
 
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
 
Duties of the Administrator with Respect to the Depository Agreement and the Indenture.
 
The Administrator agrees to perform all its duties as Administrator and all the duties of the Issuer and the Owner Trustee under the Depository Agreement.  In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Depository Agreement.  The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Indenture and the Depository Agreement.  The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Depository Agreement.  In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to sections of the Indenture):
 
(a)           the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04);
 
(b)           the notification of Noteholders of the final principal payment on their Notes (Section 2.08(b));
 
(c)           the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);
 
(d)           the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 4.04);
 
(e)           the maintenance of an office in the Borough of Manhattan, City of New York, for registration of transfer or exchange of Notes (Section 3.02);
 
(f)           the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);
 
(g)           the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.03);
 
(2011-A Owner Trust Administration Agreement)
2
 
(h)           the obtaining and preservation of the Issuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04);
 
(i)           the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.05);
 
(j)           the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);
 
(k)           the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b));
 
(l)            the delivery of written notice to the Indenture Trustee and the Rating Agencies of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d));
 
(m)           [Reserved];
 
(n)           the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 4.01);
 
(o)           the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Receivables Purchase Agreement (Section 3.19);
 
(p)           the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the Indenture and the preparation and execution of an Officer’s Certificate and the obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);
 
(q)           the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04);
 
(r)           the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08);
 
(2011-A Owner Trust Administration Agreement)
3
 
(s)           the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);
 
(t)           the furnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01);
 
(u)           the duty to provide reasonable and appropriate assistance to the Depositor or its designees, as applicable, with the preparation and filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03);
 
(v)           the opening of one or more accounts in the Issuer’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);
 
(w)          the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.04 and 8.05);
 
(x)           the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03);
 
(y)          the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05);
 
(z)           the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02);
 
(aa)         the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a));
 
(bb)        the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Indenture (Section 11.01(b));
 
(cc)         the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04);
 
(2011-A Owner Trust Administration Agreement)
4
 
(dd)        the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06);
 
(ee)         the recording of the Indenture, if applicable (Section 11.14);
 
(ff)          the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.12);
 
(gg)        the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by such Paying Agents (Section 3.03); and
 
(hh)        the duty to provide the Indenture Trustee with the information necessary to deliver to each Noteholder such information as may be reasonably required to enable such Holder to prepare its United States federal and state and local income or franchise tax returns (Section 6.06).
 
Section 1.2
Additional Duties.
 
(a)           In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreement or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements.  In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions.  Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.  Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form.
 
(b)           Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Certificateholder to prepare its federal and state income tax returns.
 
(2011-A Owner Trust Administration Agreement)
5
 
(c)           The Administrator shall satisfy its obligations with respect to clause (b) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder.
 
(d)           The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement.
 
(e)           In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties.
 
Section 1.3
Non-Ministerial Matters.
 
With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall have withheld consent or provided an alternative direction.  Unless explicitly provided under this Administration Agreement, for the purpose of the preceding sentence, “non-ministerial matters” shall include, without limitation:
 
(a)           the amendment of or any supplement to the Indenture;
 
(b)           the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables).
 
(c)           the amendment, change or modification of the Related Agreements;
 
(d)           the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and
 
(e)           the removal of the Indenture Trustee.
 
Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (i) make any payments to the Noteholders under the Related Agreements, (ii) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (iii) take any other action that the Issuer directs the Administrator not to take on its behalf.
 
(2011-A Owner Trust Administration Agreement)
6
 
Section 2.            Records.  The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer at any time during normal business hours.
 
Section 3.            Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be paid by the Servicer in accordance with the Sale and Servicing Agreement.
 
Section 4.            Additional Information To Be Furnished to the Issuer.  The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request.
 
Section 5.            Independence of the Administrator.  For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder.  Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee.
 
Section 6.            No Joint Venture.  Nothing contained in this Agreement (i) shall constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others.
 
Section 7.             Other Activities of Administrator.
 
Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.
 
The Administrator and its affiliates may generally engage in any kind of business with any person party to a Related Agreement, any of its affiliates and any person who may do business with or own securities of any such person or any of its affiliates, without any duty to account therefor to the Issuer, the Owner Trustee or the Indenture Trustee.
 
Section 8.             Term of Agreement; Resignation and Removal of Administrator.
 
(a)           This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate.
 
(b)           Subject to Sections 8(e) and (f), the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days’ prior written notice.
 
(2011-A Owner Trust Administration Agreement)
7
 
(c)           Subject to Sections 8(e) and (f), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days’ prior written notice.
 
(d)           Subject to Sections 8(e) and (f), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur:
 
(i)           the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten Business Days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer);
 
(ii)           a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or
 
(iii)           the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due.
 
The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this Section shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the happening of such event.
 
(e)           No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer, (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder and (iii) the Owner Trustee and the Indenture Trustee consent to the successor Administrator.
 
(f)           The appointment of any successor Administrator shall be effective only after the satisfaction of the Rating Agency Condition with respect to such appointment.
 
(g)           A successor Administrator shall execute, acknowledge and deliver a written acceptance of its appointment hereunder to the resigning Administrator and to the Issuer.  Thereupon the resignation or removal of the resigning Administrator shall become effective, and the successor Administrator shall have all the rights, powers and duties of the Administrator under this Agreement.  The successor Administrator shall mail a notice of its succession to the Noteholders and the Certificateholders.  The resigning Administrator shall promptly transfer or cause to be transferred all property and any related agreements, documents and statements held by it as Administrator to the successor Administrator and the resigning Administrator shall execute and deliver such instruments and do other things as may reasonably be required for fully and certainly vesting in the successor Administrator all rights, power, duties and obligations hereunder.
 
(2011-A Owner Trust Administration Agreement)
8
 
(h)           In no event shall a resigning Administrator be liable for the acts or omissions of any successor Administrator hereunder.
 
(i)           In the exercise or administration of its duties hereunder and under the Related Documents, the Administrator may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Administrator shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Administrator with due care.
 
Section 9.            Action upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal.  The Administrator shall forthwith upon such termination pursuant to Section 8(a) deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator.  In the event of the resignation or removal of the Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator.
 
Section 10.           Notices.  Any notice, report or other communication given hereunder shall be in writing and addressed as follows:
 
(a)          if to the Issuer or the Owner Trustee, to:
 
Hyundai Auto Receivables Trust 2011-A
In care of Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890
Attention:  Corporate Trust Administration
 
(b)          if to the Administrator, to:
 
Hyundai Capital America
3161 Michelson Drive, Suite 1900
 
Irvine, CA  92612
Attention: Vice President, Finance
with a copy to the General Counsel
 
(2011-A Owner Trust Administration Agreement)
9
 
(c)           if to the Indenture Trustee, to:
 
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, New York 10013
Attention: Global Transaction Services – Hyundai Auto Receivables Trust 2011-A
 
or to such other address as any party shall have provided to the other parties in writing.  Any notice required to be in writing hereunder shall be deemed given if such notice is mailed by certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.
 
Section 11.          Amendments.  This Agreement may be amended from time to time by a written amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with prior written notice to each Rating Agency, without the consent of the Owner Trustee, the Noteholders and the Certificateholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement to cure any ambiguity, to correct or supplement any provisions in this agreement; provided that (a) such amendment will not materially and adversely affect the interest of any Noteholder or Certificateholder as confirmed by an opinion of counsel provided to the Indenture Trustee and (b) the Administrator shall have delivered to the Owner Trustee and the Indenture Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been filed that are necessary to fully preserve and protect the interest of the Owner Trustee and the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest. This Agreement may also be amended by the Issuer, the Administrator and the Indenture Trustee with the written consent of the Owner Trustee and the holders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Class and the holders of Trust Certificates evidencing at least a majority of the Certificate Percentage Interests for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Noteholders or the Certificateholders; provided, however, that no such amendment may (a) reduce the interest rate or principal amount of any Note or Certificate or delay the Stated Maturity Date of any Note without the consent of any Holder of such Note or (b) reduce the aforesaid percentage of the holders of Notes and Trust Certificates which are required to consent to any such amendment, without the consent of the holders of all the outstanding Notes and Trust Certificates. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Seller, which permission shall not be unreasonably withheld.  Prior to consenting to any such amendment the Indenture Trustee shall have the right to receive (at other than its own expense) an Opinion of Counsel that such amendment is authorized or permitted by this Agreement.
 
(2011-A Owner Trust Administration Agreement)
10
 
Section 12.          Successors and Assigns.  This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof.  An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided that such successor organization executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder and represents that it has the financial ability to satisfy its indemnification obligations hereunder.  Notwithstanding the foregoing, the Administrator can transfer its obligations to any affiliate that succeeds to substantially all of the assets and liabilities of the Administrator and who has represented and warranted that it is not less creditworthy than the Administrator.  Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto.
 
Section 13.          GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
 
Section 14.           Headings.  The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.
 
Section 15.           Counterparts.  This Agreement may be executed in counterparts, each of which when so executed shall be an original, but all of which together shall constitute but one and the same agreement.
 
Section 16.          Severability.  Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
Section 17.           Not Applicable to Citibank, N.A. in Other Capacities.  Nothing in this Agreement shall affect any obligation Citibank, N.A. may have in any other capacity.
 
Section 18.           Limitation of Liability of Owner Trustee and Indenture Trustee.
 
(a)           Notwithstanding anything contained herein to the contrary, this instrument has been executed by the Owner Trustee solely in its capacity as Owner Trustee and in no event shall the Owner Trustee in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles 6, 7 and 8 of the Trust Agreement.
 
(2011-A Owner Trust Administration Agreement)
11
 
(b)           Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the Indenture Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer.
 
(c)           No recourse under any obligation, covenant or agreement of the Issuer contained in this Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements of the Issuer contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Issuer of any such obligations, covenants or agreements, either at common law or at equity, or by statute or constitution, of every such agent is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
 
Section 19.          Third-Party Beneficiary.  The Seller, the Depositor and the Owner Trustee are third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder and may enforce the provisions hereof as if each were a party hereto.
 
Section 20.          Nonpetition Covenants.  Notwithstanding any prior termination of this Agreement, the Administrator and the Indenture Trustee shall not, prior to the date which is one year and one day after the termination of this Agreement with respect to the Issuer, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the process of any court of government authority for the purpose of commencing or sustaining a case against the Issuer under any Federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer.
 
(2011-A Owner Trust Administration Agreement)
12
 
Section 21.          Liability of Administrator.  Notwithstanding any provision of this Agreement, the Administrator shall not have any obligations under this Agreement other than those specifically set forth herein, and no implied obligations of the Administrator shall be read into this Agreement.  Neither the Administrator nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken in good faith by it or them under or in connection with this Agreement, except for its or their own negligence or willful misconduct and in no event shall the Administrator be liable under or in connection with this Agreement for indirect, special or consequential losses or damages of any kind, including lost profits, even if advised of the possibility thereof and regardless of the form of action by which such losses or damages may be claimed.  Without limiting the foregoing, the Administrator may (a) consult with legal counsel (including counsel for the Issuer), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts and (b) shall incur no liability under or in respect of this Agreement by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties.
 
[SIGNATURE PAGES FOLLOW]
 
(2011-A Owner Trust Administration Agreement)
 
13
 

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first above written.
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
 
By:
WILMINGTON TRUST COMPANY,
 
not in its individual capacity
 
but solely as Owner Trustee

By:
/s/ Jeanne M. Oller
Name:
Jeanne M. Oller
Title:
Assistant Vice President
 
(2011-A Owner Trust Administration Agreement)
 
S-1
 
 
CITIBANK, N.A.,
not in its individual capacity
but solely as Indenture Trustee
 
By:
/s/ Karen Schluter
Name:
Karen Schluter
Title:
Vice President

(2011-A Owner Trust Administration Agreement)
 
S-2
 
 
HYUNDAI CAPITAL AMERICA,
as Administrator
 
By:
/s/ Dae Kwon Ko
Name:
Dae Kwon Ko
Title:
Treasurer

(2011-A Owner Trust Administration Agreement)
 
S-3
 

EXHIBIT A
 
POWER OF ATTORNEY
 
STATE OF
)
 
)
COUNTY OF
)
 
KNOW ALL MEN BY THESE PRESENTS, that Hyundai Auto Receivables Trust 2011-A (the “Issuer”), does hereby make, constitute and appoint Hyundai Capital America, as administrator (the “Administrator”) under the Owner Trust Administration Agreement dated January 27, 2011 (the “Administration Agreement”), among the Issuer, the Administrator and Citibank, N.A., as Indenture Trustee, as the same may be amended from time to time, and its agents and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee or the Issuer all such documents, reports, filings, instruments, certificates and opinions as it should be the duty of the Owner Trustee or the Issuer to prepare, file or deliver pursuant to the Basic Documents, or pursuant to Section 5.04(a), (b), (c) or (d) of the Trust Agreement, including, without limitation, to appear for and represent the Owner Trustee and the Issuer in connection with the preparation, filing and audit of federal, state and local tax returns pertaining to the Issuer, and with full power to perform any and all acts associated with such returns and audits that the Owner Trustee could perform, including without limitation, the right to distribute and receive confidential information, defend and assert positions in response to audits, initiate and defend litigation, and to execute waivers of restrictions on assessments of deficiencies, consents to the extension of any statutory or regulatory time limit, and settlements.
 
All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are hereby revoked.
 
Capitalized terms that are used and not otherwise defined herein shall have the meanings ascribed thereto in the Administration Agreement.
 
EXECUTED this ___ day of ________, 2011.
 
HYUNDAI AUTO RECEIVABLES TRUST 2011-A
   
By:
WILMINGTON TRUST COMPANY,
 
not in its individual capacity
 
but solely as Owner Trustee
     
 
By:
   
   
Name:
   
Title:

(2011-A Owner Trust Administration Agreement)
 
Exhibit A-1
 
 
STATE OF
)
 
)
COUNTY OF
)
 
Before me, the undersigned authority, on this day personally appeared ________________________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he/she signed the same for the purposes and considerations therein expressed.
 
Sworn to before me this ___ day of ________, 2011.
 
Notary Public - State of _________________
 
(2011-A Owner Trust Administration Agreement)
 
Exhibit A-2
 

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