Exhibit 10.2


 





EXECUTION COPY




 





SALE AND SERVICING AGREEMENT


 


among


 


HYUNDAI AUTO RECEIVABLES TRUST 2016-B,

Issuer,


 


HYUNDAI ABS FUNDING, LLC,

Depositor,


 


HYUNDAI CAPITAL AMERICA,

Seller and Servicer,


 


and


 


CITIBANK, N.A.,

Indenture Trustee


 


Dated as of September 21, 2016


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I.	DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions	1
	Section 1.02	Other Definitional Provisions	1
	 	 	 
	 	 	 
	ARTICLE II.	CONVEYANCE OF RECEIVABLES	2
	 	 	 
	Section 2.01	Conveyance of Receivables	2
	 	 	 
	 	 	 
	ARTICLE III.	THE RECEIVABLES	3
	 	 	 
	Section 3.01	Representations and Warranties of the Seller	3
	Section 3.02	Perfection Representations and Warranties	4
	Section 3.03	Repurchase upon Breach	5
	 	 	 
	 	 	 
	ARTICLE IV.	ADMINISTRATION AND SERVICING OF RECEIVABLES	6
	 	 	 
	Section 4.01	Duties of Servicer	6
	Section 4.02	Collection of Receivable Payments; Modifications of Receivables	6
	Section 4.03	Realization upon Receivables	7
	Section 4.04	[Reserved]	8
	Section 4.05	Maintenance of Security Interests in Financed Vehicles	8
	Section 4.06	Covenants of Servicer	8
	Section 4.07	Purchase of Receivables Upon Breach	9
	Section 4.08	Servicing Fee	9
	Section 4.09	Servicer’s Certificate	9
	Section 4.10	Annual Statement as to Compliance, Notice of Servicer Termination Event	10
	Section 4.11	Compliance with Regulation AB	10
	Section 4.12	Access to Certain Documentation and Information Regarding Receivables	10
	Section 4.13	Term of Servicer	11
	Section 4.14	Annual Independent Accountants’ Report	11
	Section 4.15	Reports to the Commission	11
	Section 4.16	Compensation of Indenture Trustee	11
	 	 	 
	ARTICLE V.	DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS	12
	 	 	 
	Section 5.01	Accounts	12
	Section 5.02	Application of Collections	13
	Section 5.03	Property of the Trust	14
	Section 5.04	Purchased Amounts	14
	Section 5.05	Distributions	14
	Section 5.06	Reserve Account	16
	Section 5.07	Statements to Securityholders	17


 




    
	 	i	(2016-B Sale and Servicing Agreement)




     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 5.08	Advances by the Servicer	17
	 	 	 
	ARTICLE VI.	THE DEPOSITOR	17
	 	 	 
	Section 6.01	Representations of Depositor	17
	Section 6.02	Company Existence	19
	Section 6.03	Liability of Depositor	19
	Section 6.04	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	20
	Section 6.05	Amendment of Depositor’s Organizational Documents	20
	 	 	 
	 	 	 
	ARTICLE VII.	THE SERVICER	21
	 	 	 
	Section 7.01	Representations of Servicer	21
	Section 7.02	Indemnities of Servicer	22
	Section 7.03	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	23
	Section 7.04	Limitation on Liability of Servicer and Others	24
	Section 7.05	Delegation of Duties	24
	Section 7.06	Servicer Not to Resign	24
	Section 7.07	Fidelity Bond	25
	 	 	 
	ARTICLE VIII.	DEFAULT	25
	 	 	 
	Section 8.01	Servicer Termination Events	25
	Section 8.02	Consequences of a Servicer Termination Event	26
	Section 8.03	Appointment of Successor Servicer	26
	Section 8.04	Notification to Securityholders	27
	Section 8.05	Waiver of Past Defaults	27
	 	 	 
	ARTICLE IX.	TERMINATION	27
	 	 	 
	Section 9.01	Optional Purchase of All Receivables	27
	 	 	 
	ARTICLE X.	MISCELLANEOUS	28
	 	 	 
	Section 10.01	Amendment	28
	Section 10.02	Protection of Title to Trust	29
	Section 10.03	Notices	31
	Section 10.04	Assignment by the Depositor or the Servicer	31
	Section 10.05	Limitations on Rights of Others	31
	Section 10.06	Severability	31
	Section 10.07	Counterparts	31
	Section 10.08	Headings	32
	Section 10.09	GOVERNING LAW	32
	Section 10.10	Assignment by Issuer	32
	Section 10.11	Nonpetition Covenants	32


 




    
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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 10.12	Limitation of Liability of Owner Trustee and Indenture Trustee	32
	Section 10.13	Information to Be Provided by the Indenture Trustee	33
	Section 10.14	Form 8-K Filings	35


 


	Exhibit A	Form of Record Date Statement	A-1
	Exhibit B	Form of Servicer’s Certificate	B-1
	Exhibit C	Form of Indenture Trustee’s Annual Sarbanes Certification	C-1
	 	 	 
	Schedule A	Schedule of Receivables	Sched. A-1
	Schedule B	Yield Supplement Overcollateralization Amount	Sched. B-1
	 	 	 
	Appendix A	Definitions	App. A-1
	Appendix B	Regulation AB Representations, Warranties and Covenants	App. B-1


 


	Schedule I	Servicing Criteria To Be Addressed by Indenture Trustee
in Assessment of Compliance



 




    
	 	iii	(2016-B Sale and Servicing Agreement)




     


    

 


This SALE AND SERVICING AGREEMENT, dated
as of September 21, 2016, among HYUNDAI AUTO RECEIVABLES TRUST 2016-B, a Delaware statutory trust (the “Issuer”),
HYUNDAI ABS FUNDING, LLC, a Delaware limited liability company (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 retail installment sale contracts secured by new and used automobiles, light-duty
trucks and minivans and 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. Except
as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are
defined in Appendix A to this Agreement, which contains rules as to usage that are applicable herein.


 


Section 1.02 Other Definitional Provisions.


 


(a)          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.


 


(b)          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.


 


(c)          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”.


 




    
	 		(2016-B Sale and Servicing Agreement)




     


    

 


(d)          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.


 


(e)          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 cash, 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 identified 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 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;


 


(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);


 




    	 	2	(2016-B Sale and Servicing Agreement)



     


    

 


(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 to the Receivables Purchase Agreement as to the
Receivables 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 to the Receivables Purchase Agreement as to the Receivables, 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.


 


(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 to the Receivables Purchase Agreement, 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.


 




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Section 3.02 Perfection Representations
and Warranties. If the transfer of the Conveyed Assets under this Agreement is determined to be a pledge relating to a financing
or is determined not to be an absolute sale and assignment, the Depositor makes the following representations and warranties on
which the Issuer is relying in purchasing the Conveyed Assets.  The representations and warranties are made as of the Closing
Date, but shall survive the sale, transfer and assignment of the Conveyed Assets 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 applicable UCC) in the Conveyed Assets in favor of
the Issuer, which security interest is prior to all other Liens other than Permitted Liens and any Lien that will be released prior
to the assignment hereunder, and is enforceable as such against creditors of and purchasers from the Depositor.


 


(b)          Each
Receivable constitutes either “tangible chattel paper” or “electronic 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 this Agreement, the Issuer shall have good and marketable
title to each Receivable, free and clear of any Liens other than permitted liens and any Lien that will be released prior to the
assignment hereunder.


 


(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 Conveyed Assets 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.


 


(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
or (ii) 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.”


 




    	 	4	(2016-B Sale and Servicing Agreement)



     


    

 


Section 3.03 Repurchase upon Breach.
If the Seller discovers, or is notified by a Requesting Party with a Repurchase Request regarding, a breach of any of the representations
and warranties set forth in Section 3.02(b) to the Receivables Purchase Agreement at the time such representations and warranties
were made, the Seller will investigate the Receivable to confirm the breach and determine if the breach triggers a Repurchase Event.
Following a Repurchase Event, the Seller shall either (a) correct or cure such breach or (b) purchase any Receivable materially
and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection
Period which includes the 60th day (or, if the Seller elects, an earlier Payment Date) after the date that the Seller
became aware of or was notified of and confirmed such breach. Any such breach or failure will be deemed not to materially and adversely
affect the Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to
receive and retain timely payment in full on such Receivable. 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 the
Business Day preceding the Payment Date of repurchase (or, if the Seller elects, an earlier 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.


 




    	 	5	(2016-B Sale and Servicing Agreement)



     


    

 


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.


 


(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 D 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.


 




    	 	6	(2016-B Sale and Servicing Agreement)



     


    

 


(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.


 


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.


 




    	 	7	(2016-B Sale and Servicing Agreement)



     


    

 


Section 4.04 [Reserved].


 


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.


 


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 D Stated Maturity Date; or (ii) reduce the APR or unpaid principal balance with respect
to any Receivable other than as required by applicable law.


 




    	 	8	(2016-B Sale and Servicing Agreement)



     


    

 


(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 Section 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 delivery of a Servicer’s
Certificate shall be deemed to constitute prompt written notice thereof to the other party; provided, further, that
the failure to give such notice shall not affect any obligation of the Servicer under this Section 4.07. Following a breach
described in the preceding sentence, the Servicer shall either (a) correct or cure such breach or (b) purchase any Receivable materially
and adversely affected by such breach from the Issuer, in either case on or before the Payment Date following the end of the Collection
Period which includes the 60th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer
became aware or was notified of such breach. Any such breach or failure will be deemed not to materially and adversely affect the
Noteholders or the Issuer if such breach or failure does not affect the ability of the Issuer or the Noteholders to receive and
retain timely payment in full on such Receivable. 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 the Business
Day preceding such Payment Date (or, if the Servicer elects, an earlier 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.


 


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. At the sole option of the Servicer,
each Servicer’s Certificate may be delivered in electronic or hard copy format. Such Servicer’s Certificate as described
in this section shall be in substantially the form attached to this Agreement as Exhibit B.


 




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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, 2017), 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.


 


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
B 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.


 




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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, 2017), 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.


 


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 6.11 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


 




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(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
(the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held
for the benefit of the Noteholders.


 


(iii) 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 (other than with respect to S&P, but with satisfaction of the Rating Agency
Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) 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.


 


(iv) 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 (other than with respect to S&P, but with satisfaction of the Rating Agency
Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) 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.


 




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(v) Except as otherwise provided
hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and
join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in
the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to
each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including
power to vote upon any securities.


 


(b)          (i)
Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified
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 (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P
if S&P is rating any Outstanding Class of Notes)) 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 Distribution Account for the purpose
of withdrawing any amounts deposited in error into such accounts.


 


(c)          Except
for the Collection Account, the Reserve Account and the Certificate Distribution 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 identified 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 identified into the Collection Account
on the second Business Day following identification thereof. However, so long as the Monthly Remittance Condition is satisfied,
the Servicer may retain such amounts identified 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 S&P. 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 (other than with respect to S&P,
but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes),
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.


 




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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, as applicable, shall deposit or cause to be deposited in the Collection Account, on the
date specified in Section 3.03 or Section 4.07, the aggregate Purchased Amount with respect to Purchased Receivables
and the Servicer shall deposit therein all amounts to be paid under Section 4.07. All such deposits with respect to any
such date which is a Payment Date shall be made in immediately available funds on or before the Business Day preceding such Payment
Date. The Servicer shall deposit or cause to be deposited into the Collection Account, on the date specified in Section 9.01,
the aggregate Purchased Amount with respect to all Receivables pursuant to an optional purchase. 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 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:


 


(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;


 




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(iii)
to the Noteholders, for distribution pursuant to Section 8.02(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 8.02(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 8.02(d) of the Indenture, the Third Priority Principal Distribution
Amount, if any;


 


(viii) to
the Class D Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class D Notes
at the Class D Rate on the principal outstanding as of the previous Payment Date after giving effect to all payments of principal
to the Class D Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the
Class D Noteholders on prior Payment Dates over the amounts actually paid to the Class D Noteholders on prior Payment Dates, plus
interest on any such shortfall at the Class D Rate to the extent permitted by law;


 


(ix)
to the Noteholders, for distribution pursuant to Section 8.02(d) of the Indenture, the Regular Principal Distribution Amount;


 




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(x) 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;


 


(xi) first,
to the Indenture Trustee and the Owner Trustee, pro rata, and second, to the Asset Representations Reviewer, 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


 


(xii) any
remaining Available Amounts indicated in the Servicer’s Report to be for deposit into the Certificate Distribution Account
for subsequent distribution to the Certificateholder pursuant to Section 5.02 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 (ix),
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 Collection Account.


 




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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 A.


 


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 Closing Date and shall survive the sale, transfer and assignment
of the Receivables by the Depositor to the Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to the Indenture.


 


(a)          Organization
and Good Standing. The Depositor has been duly organized and is validly existing as a limited liability company in good standing
under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.


 




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(b)          Due
Qualification. The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and
has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would reasonably be expected
to 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 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 limited liability company 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
limited liability company action.


 


(d)          No
Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Depositor
is a party and the performance of its obligations under this Agreement and the other Basic Documents do 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 limited liability company agreement of the Depositor, or any indenture, agreement 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 or other instrument (other than this Agreement and the other Basic Documents), or violate
any law or, to 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. 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.


 


(e)          No
Proceedings. There are no proceedings or investigations pending or, to the Depositor’s knowledge, threatened in writing
against the Depositor 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 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 to
which the Depositor is a party; or (iv) seeking to adversely affect the federal income tax attributes of the Trust, the Notes or
the Certificates.


 


(f)          Valid
Sale, Binding Obligation. The Basic Documents constitute a valid sale, transfer and assignment to the Issuer of all right,
title and interest of the Depositor in the Receivables and the proceeds thereof. The Receivables will not be considered part of
the Depositor’s estate in the event of a bankruptcy of the Depositor. 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).


 




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(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.


 


(h)          Ordinary
Course. The transactions contemplated by this Agreement and the other Basic Documents to which the Depositor is a party are
in the ordinary course of the Depositor’s business.


 


(i)          Solvency.
The Depositor is not insolvent, nor will the Depositor be made insolvent by the transfer of the Receivables, nor does the Depositor
contemplate any pending insolvency.


 


Section 6.02 Company 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 formation 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).


 




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(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.


 


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 (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P
if S&P is rating any Outstanding Class of Notes) 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 limited liability company agreement 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.


 




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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 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 has been duly organized and is 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.


 


(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 reasonably be expected to 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)          No
Violation. The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is
a party and the performance of its obligations under this Agreement 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 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 or, to the Servicer’s knowledge, any 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.


 




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(e)          No
Proceedings. There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened in writing,
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.


 


(f)          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.


 


(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.


 


(a)          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.


 


(b)          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.


 


(c)          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.


 




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(d)          The
Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, 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 or willful misfeasance 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.


 


(e)          The
Servicer shall compensate and indemnify the Indenture Trustee to the extent provided in Section 6.08 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.


 


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, including, without limitation, any legal fees, costs and expenses incurred
in connection with any enforcement (including any action, claim or suit brought) of any indemnification or other obligation of
the Servicer). 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)(xi).


 


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.


 




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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.


 




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(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.


 


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 Amount of the Controlling Class of
Notes;


 


(c)          If
any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect
in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty
has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery
thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee
or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or


 


(d)          The
occurrence of an Insolvency Event with respect to the Servicer;


 




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provided, however, that a delay or failure of performance
referred to under clause (a) above for a period of 10 days or clause (b) or (c) 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.


 


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.


 




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(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 they exercise
their 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 each Rating Agency, and the Indenture
Trustee shall give prompt written notice thereof to the Noteholders.


 


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.


 




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(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 September 14, 2016, 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 subject to the satisfaction of one of the following conditions:


 


(i) the
Depositor or the Servicer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the
effect that such amendment will not materially and adversely affect the interests of the Noteholders (and, if the
Certificates are then held by anyone other than the Depositor or a U.S. Affiliate of the Depositor, the Certificateholders);
or


 


(ii)
the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency
Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action.


 


(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.


 




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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)(i). 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 organizational 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.


 


(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.


 




    	 	29	(2016-B Sale and Servicing Agreement)



     


    

 


(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


 


(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.


 




    	 	30	(2016-B Sale and Servicing Agreement)



     


    

 


Each Opinion of Counsel referred to in Section 10.02(i)
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: President and Secretary; (b) in the case of the Servicer and HCA, to 3161 Michelson
Drive, Suite 1900, Irvine, California 92612, Attention: Treasurer; (c)  in the case of the Issuer or the Owner Trustee, to
U.S. Bank Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801, Attention: Corporate Trust
Administration; (d) in the case of Moody’s, to Moody’s Investors Service, Inc., ABS Monitoring Department, 7 World
Trade Center, 250 Greenwich Street, 25th Floor, New York, NY 10007; (e) in the case of the Indenture Trustee, at
the Corporate Trust Office; and (f) in the case of S&P, 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.


 


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.


 




    	 	31	(2016-B Sale and Servicing 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 U.S. Bank Trust National Association, not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall U.S. Bank Trust National Association,
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.


 


(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.


 




    	 	32	(2016-B Sale and Servicing Agreement)



     


    

 


(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 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 15th of each calendar year for so long as the Issuer is filing reports under
the Exchange Act, commencing in March 15, 2017, 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;


 




    	 	33	(2016-B Sale and Servicing Agreement)



     


    

 


(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 C 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 B attached hereto and made a part hereof in all respects and makes the representations and warranties therein applicable
to it.


 


(d)          The
Indenture Trustee shall provide the Depositor and the Servicer (each, a “Hyundai Party” and, collectively, the
“Hyundai Parties”) with (i) notification, as soon as practicable and in any event within five Business Days,
of all demands communicated to the Indenture Trustee for the repurchase or replacement of any Receivable pursuant to Section
3.03 of this Agreement or Section 7.02 of the Receivables Purchase Agreement, as applicable, including any Repurchase
Request, and (ii) promptly upon written request by a Hyundai Party, any other information reasonably requested by a Hyundai
Party in the Indenture Trustee’s possession and that can be provided to the Hyundai Parties without unreasonable effort or
expense to facilitate compliance by the Hyundai Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c)
of Regulation AB. In no event shall the Indenture Trustee have any responsibility or liability in connection with any filing required
to be made by a securitizer under the Exchange Act or Regulation AB or with any Hyundai Parties’ compliance with the Exchange
Act or Regulation AB or (ii) any duty or obligation to undertake any investigation or inquiry related to repurchase activity or
otherwise to assume any additional duties or responsibilities in respect of the Basic Documents or the transactions contemplated
thereby. For purposes of this section, a “demand” is limited to a written or oral demand or enforcement of a repurchase
remedy received by a Responsible Officer of the Indenture Trustee from a person or entity entitled to request enforcement of a
repurchase remedy under the terms of the Basic Documents. A demand does not include general inquiries, including investor inquiries,
regarding asset performance or possible breaches of representations or warranties.


 




    	 	34	(2016-B Sale and Servicing Agreement)



     


    

 


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 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]


 




    	 	35	(2016-B Sale and Servicing Agreement)



     


    

 


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 2016-B
	 	 	 
	 	By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
	 	 	not in its individual capacity
	 	 	but solely as Owner Trustee
	 	 	 
	 	By:	/s/ Edwin Janis
	 	Name:	Edwin J. Janis
	 	Title:	Vice President


 




    	 	S-1	(2016-B Sale and Servicing Agreement)



     


    

 


	 	HYUNDAI ABS FUNDING, LLC,
	 	as Depositor
	 	 	 
	 	By:	/s/ Charley Changmin Yoon
	 	Name:	Charley Changmin Yoon
	 	Title:	President and Secretary


 




    	 	S-2	(2016-B Sale and Servicing Agreement)



     


    

 


	 	HYUNDAI CAPITAL AMERICA,
	 	as Servicer and Seller
	 	 	 
	 	By:	/s/ Sung Sik Kong
	 	Name:	Sung Sik Kong
	 	Title:	Chief Financial Officer


 




    	 	S-3	(2016-B Sale and Servicing Agreement)



     


    

 


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


 




    	 	S-4	(2016-B Sale and Servicing Agreement)



     


    

 


EXHIBIT A


 


Form of Record Date Statement


 


Hyundai Auto Receivables Trust 2016-B


 


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


 


	I.  ORIGINAL DEAL PARAMETERS
	Cutoff Date:	August 12, 2016	 	 	 	 
	Closing Date:	September 21, 2016	 	 	 	 
	 
	 	
        Dollars
	
        Units
	
        WAC
	
        WARM
	 
	Original Pool Balance:	$[_____________]	[_____]	[_____]	[_____]	 
	 	
        Dollar
        Amount
	
        % of
        Pool
	
        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 B Notes                       Fixed	$[_____________]	[_____]	[_____]	 	[_____]
	Class C Notes                       Fixed	$[_____________]	[_____]	[_____]	 	[_____]
	Class D Notes                       Fixed	$[_____________]	[_____]	[_____]	 	[_____]
	Total Securities	$[_____________]	[_____]	 	 	 
	Overcollateralization	$[_____________]	[_____]	 	 	 
	YSOA	$[_____________]	[_____]	 	 	 
	Total Original Pool Balance	$[_____________]	[_____]	 	 	 


 


	II.  POOL BALANCE AND PORTFOLIO INFORMATION
	 	
        Beginning
        of Period
	
        Ending
        of Period
	
        Change

	 	
        Balance
	
        Note
        Factor
	
        Balance
	
        Note
        Factor
	
 


	Class A-1 Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Class A-2 Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Class A-3 Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Class A-4 Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Class B Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Class C Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Class D Notes	$[_____________]	[_____]	[_____]	[_____]	[_____]
	Total Securities	$[_____________]	[_____]	[_____]	[_____]	[_____]
	 
	Weighted Avg. Coupon (WAC)	[_____]	[_____]	 
	Weighted Avg. Remaining Maturity (WARM)	[_____]	[_____]	 
	Pool Receivables Balance	               $[_____________]	     $[_____________]	 
	Remaining Number of Receivables	[_____]	[_____]	 
	Adjusted Pool Balance	$[_____________]	$[_____________]	 
	 	 	 	 	 	 	 




 



    	 	Exhibit A-1	(2016-B Sale and Servicing Agreement)



     


    

 


Hyundai Auto Receivables Trust 2016-B


 


	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	 	$[_____________]
	 	 	 	 









    	 	Exhibit A-2	(2016-B Sale and Servicing Agreement)



     


    

Hyundai Auto Receivables Trust 2016-B


 


	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	Interest Payment 

Due but Unpaid 

from Prior 

Periods	Amount Paid	 	 
	1.  Servicing Fee @1.00%:	 	 	 	 	 
	  Servicing Fee Due	$[_____________]	$[_____________]	$[_____________]	 	$[_____________]
	  Collection Account Interest	 	 	 	 	$[_____________]
	  Late Fees & Other Charges	 	 	 	 	
        $[_____________]

	  Total due to Servicer	 	 	 	 	$[_____________]
	 	 	 	 	 	 
	2.  Class A Noteholders Interest:	 	 	 	 	 
	  Class A-1 Notes	$[_____________]	 	$[_____________]	 	 
	  Class A-2 Notes	$[_____________]	 	$[_____________]	 	 
	  Class A-3 Notes	$[_____________]	 	$[_____________]	 	 
	  Class A-4 Notes	
        $[_____________]
	 	
        $[_____________]
	 	 
	Total Class A Interest:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	3.  First Priority Principal Distribution:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	4.  Class B Noteholders Interest:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	5.  Second Priority Principal Distribution:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	6.  Class C Noteholders Interest:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	7.  Third Priority Principal Distribution:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	8.  Class D Noteholders Interest:	$[_____________]	 	$[_____________]	 	$[_____________]
	 	 	 	 	 	 
	9.  Regular Principal Distribution Amount:	 	 	 	 	$[_____________]
	 	
        Distributable
        Amount
	 	
        Paid
        Amount
	 	 
	Class A-1 Notes	 	 	$[_____________]	 	 
	Class A-2 Notes	 	 	$[_____________]	 	 
	Class A-3 Notes	 	 	$[_____________]	 	 
	Class A-4 Notes	 	 	
        $[_____________]
	 	 
	Class A Notes Total:	$[_____________]	 	$[_____________]	 	 
	Class B Notes Total:	$[_____________]	 	$[_____________]	 	 
	Class C Notes Total:	$[_____________]	 	$[_____________]	 	 
	Class D Notes Total:	$[_____________]	 	$[_____________]	 	 
	Total Noteholders Principal	$[_____________]	 	$[_____________]	 	 
	 	 	 	 	 	 
	10.  Required Deposit to the Reserve Account	 	 	 	$[_____________]
	 	 	 	 	 	 
	11.  Trustee and Asset Representations Reviewer Expenses 	 	 	 	$[_____________]
	 	 	 	 	 	 
	12.  Remaining Available Collections Released to Certificateholder	 	 	 	$[_____________]



 



    	 	Exhibit A-3	(2016-B Sale and Servicing Agreement)



     


    

 


Hyundai Auto Receivables Trust 2016-B


 


	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 (0.25% of APB of cut-off date)	 	 	$[_____________]
	Ending Period Amount	 	 	$[_____________]




 


	VIII.  CREDIT RISK RETENTION INFORMATION


[There were no material changes in the retained interest in
the transaction.]


 


	IX.  OVERCOLLATERALIZATION
	Overcollateralization Target	[_____]%
	Overcollateralization Floor	[_____]%
	 	
        Beginning
	
        Ending
	
        Target

	Overcollateralization Amount	$[_____________]	$[_____________]	$[_____________]
	Overcollateralization as a % of Original Adjusted Pool	[_____]	[_____]	[_____]




 


Overcollateralization as a % of
Current Adjusted Pool


 



    	 	Exhibit A-4	(2016-B Sale and Servicing Agreement)



     


    

 


Hyundai Auto Receivables Trust 2016-B


 


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


 


	X.  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	[_____]	 	[_____]	 
	 	 	 	 	 
	Delinquency Percentage exceeds Delinquency Trigger Y/N	 	 	 	 
	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	 	 	 	[_____]





 



    	 	Exhibit A-5	(2016-B Sale and Servicing Agreement)



     


    

 


EXHIBIT B


 


Form of Servicer’s Certificate


 


Collection Period:     ________________

Distribution Date:     ________________


 


Hyundai Auto Receivables Trust 2016-B


 


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 September
21, 2016, among Hyundai Auto Receivables Trust 2016-B, as Issuer, Hyundai ABS Funding, LLC, 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:


 




    	 	Exhibit B-1	(2016-B Sale and Servicing Agreement)



     


    

 


EXHIBIT C


 


Form of Indenture Trustee’s Annual
Sarbanes Certification


 


 


		Re:	HYUNDAI AUTO RECEIVABLES TRUST 2016-B



 


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 September 21, 2016, by and among Hyundai Auto Receivables Trust 2016-B, Hyundai ABS Funding, LLC, 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 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
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:


 


Date: _________________________


 




    	 	Exhibit C-1	(2016-B Sale and Servicing Agreement)



     


    

 


SCHEDULE A


 


Schedule of Receivables


 


[Delivered to the Trust at Closing]


 




    	 	Schedule A-1	(2016-B Sale and Servicing Agreement)



     


    

 


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	 	$	47,130,071.23	 
	October 2016	 	$	44,649,178.52	 
	November 2016	 	$	43,143,009.34	 
	December 2016	 	$	41,661,666.02	 
	January 2017	 	$	40,205,250.12	 
	February 2017	 	$	38,773,863.53	 
	March 2017	 	$	37,367,608.53	 
	April 2017	 	$	35,986,587.76	 
	May 2017	 	$	34,630,904.23	 
	June 2017	 	$	33,300,660.77	 
	July 2017	 	$	31,995,960.02	 
	August 2017	 	$	30,716,903.93	 
	September 2017	 	$	29,463,588.26	 
	October 2017	 	$	28,236,102.24	 
	November 2017	 	$	27,034,537.41	 
	December 2017	 	$	25,858,989.75	 
	January 2018	 	$	24,709,561.06	 
	February 2018	 	$	23,586,355.82	 
	March 2018	 	$	22,489,476.83	 
	April 2018	 	$	21,419,024.83	 
	May 2018	 	$	20,375,095.08	 
	June 2018	 	$	19,357,773.66	 
	July 2018	 	$	18,367,143.49	 
	August 2018	 	$	17,403,289.18	 
	September 2018	 	$	16,466,286.64	 
	October 2018	 	$	15,556,218.06	 
	November 2018	 	$	14,673,176.26	 
	December 2018	 	$	13,817,262.14	 
	January 2019	 	$	12,988,568.03	 
	February 2019	 	$	12,187,185.30	 
	March 2019	 	$	11,413,195.16	 
	April 2019	 	$	10,666,654.78	 
	May 2019	 	$	9,947,471.08	 
	June 2019	 	$	9,255,422.27	 
	July 2019	 	$	8,590,252.75	 
	August 2019	 	$	7,951,688.03	 
	September 2019	 	$	7,339,435.50	 



 




    	 	Schedule B-1	(2016-B Sale and Servicing Agreement)



     


    

 


	October 2019	 	$	6,753,256.71	 
	November 2019	 	$	6,193,097.34	 
	December 2019	 	$	5,659,015.17	 
	January 2020	 	$	5,151,074.18	 
	February 2020	 	$	4,669,339.10	 
	March 2020	 	$	4,213,880.08	 
	April 2020	 	$	3,784,734.46	 
	May 2020	 	$	3,381,860.82	 
	June 2020	 	$	3,005,095.19	 
	July 2020	 	$	2,654,123.58	 
	August 2020	 	$	2,328,375.09	 
	September 2020	 	$	2,027,180.48	 
	October 2020	 	$	1,749,934.65	 
	November 2020	 	$	1,496,382.94	 
	December 2020	 	$	1,266,505.10	 
	January 2021	 	$	1,060,244.71	 
	February 2021	 	$	877,396.85	 
	March 2021	 	$	717,633.26	 
	April 2021	 	$	580,688.90	 
	May 2021	 	$	465,592.16	 
	June 2021	 	$	370,505.83	 
	July 2021	 	$	293,091.60	 
	August 2021	 	$	230,897.96	 
	September 2021	 	$	180,711.79	 
	October 2021	 	$	139,525.05	 
	November 2021	 	$	105,585.07	 
	December 2021	 	$	78,008.43	 
	January 2022	 	$	56,027.78	 
	February 2022	 	$	38,985.62	 
	March 2022	 	$	26,254.49	 
	April 2022	 	$	16,787.06	 
	May 2022	 	$	9,832.62	 
	June 2022	 	$	5,067.35	 
	July 2022	 	$	2,131.61	 
	August 2022	 	$	678.37	 
	September 2022	 	$	204.52	 
	October 2022	 	$	65.97	 
	November 2022	 	$	10.50	 
	December 2022 (and thereafter)	 	$	0.00	 



 




    	 	Schedule B-2	(2016-B Sale and Servicing Agreement)



     


    

  





APPENDIX A


 


DEFINITIONS


 


The following terms have the meanings set
forth, or referred to, below:


 


“61-Day Delinquent Receivables”
means all Receivables outstanding and held by the Issuer (other than Purchased Receivables, charged-off Receivables and Receivables
in repossession or bankruptcy status) that are 61 or more days delinquent, as determined in accordance with the Servicer’s
customary servicing practices.


 


“AAA” means the American
Arbitration Association.


 


“Act” has the meaning
specified in Section 11.03(a) of the Indenture.


 


“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 September 21, 2016 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.


 


“Advance” means, as to
any Payment Date, an advance made by the Servicer on such Payment Date pursuant to Section 5.08 of the Sale and Servicing
Agreement 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.


 


“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.


 


“Amended Partnership Audit Rules”
means subchapter C of chapter 63 of subtitle F of the Code as amended by the Bipartisan Budget Act of 2015.


 


“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.


 




    	 	  Appendix A-1	(2016-B Sale and Servicing Agreement)



     


    

 


“Asset Representations Review”
means a review by the Asset Representations Reviewer as specified in the Asset Representations Review Agreement of all Subject
Receivables for compliance with the representations and warranties set forth in Exhibit A to the Receivables Purchase
Agreement.


 


“Asset Representations Review Agreement”
means the asset representations review agreement, dated as of September 21, 2016, among the Issuer, the Servicer and the Asset
Representations Reviewer.


 


“Asset Representations Reviewer”
means Clayton Fixed Income Services LLC.


 


“Asset Representations Reviewer
Fees and Expenses” means all of the accrued and unpaid Asset Representations Reviewer’s fees and any amounts due
to the Asset Representations Reviewer for reimbursement of expenses or in respect of indemnification to the extent not previously
paid to the Asset Representations Reviewer by the Servicer.


 


“Authenticating Agent”
shall have the meaning assigned to such term in Section 3.13(a) of the Trust Agreement and shall initially be Citibank,
N.A.


 


“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).


 


“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) of the Sale and Servicing Agreement.


 


“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, the Sale and Servicing Agreement, the Receivables
Purchase Agreement, the Administration Agreement, the Note Depository Agreement, the Asset Representations Review Agreement and
other documents and certificates delivered in connection therewith.


 




    	 	  Appendix A-2	(2016-B Sale and Servicing Agreement)



     


    

 


“Benefit Plan Investor”
means an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, a “plan”
as defined in and subject to Section 4975 of the Code or an entity or account deemed to hold the plan assets of any of the foregoing.


 


“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 of the Indenture.


 


“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.


 


“Certificate Distribution Account”
shall have the meaning assigned to such term in Section 5.01 of the Trust Agreement.


 


“Certificate of Trust”
shall mean the Certificate of Trust substantially in the form of Exhibit E to the Trust Agreement and filed for the Trust
pursuant to Section 3810 of the Statutory Trust Act.


 


“Certificate Percentage Interest”
means with respect to any Trust Certificate, the percentage interest of ownership in the Trust represented thereby as set forth
on the face thereof.


 


“Certificate Register”
and “Certificate Registrar” means the register mentioned in and the registrar appointed pursuant to Section
3.04 of the Trust Agreement.


 


“Certificateholder” or
“Holder” means a Person in whose name a Trust Certificate is registered.


 


“CFR” means the Code
of Federal Regulations.


 


“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
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.


 


“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 0.70000% Asset Backed Notes, Class A-1, substantially in the form of Exhibit A-1 to the Indenture.


 




    	 	  Appendix A-3	(2016-B Sale and Servicing Agreement)



     


    

 


“Class A-1 Rate” means
0.70000% per annum, computed on the basis of an actual/360-day year.


 


“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 1.12% Asset Backed Notes, Class A-2, substantially in the form of Exhibit A-2 to the Indenture.


 


“Class A-2 Rate” means
1.12% 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 1.29% Asset Backed Notes, Class A-3, substantially in the form of Exhibit A-3 to the Indenture.


 


“Class A-3 Rate” means
1.29% 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 1.45% Asset Backed Notes, Class A-4, substantially in the form of Exhibit A-4 to the Indenture.


 


“Class A-4 Rate” means
1.45% 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 1.82% Asset Backed Notes, Class B, substantially in the form of Exhibit B to the Indenture.


 


“Class B Rate” means
1.82% 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 2.19% Asset Backed Notes, Class C, substantially in the form of Exhibit C to the Indenture.


 


“Class C Rate” means
2.19% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.


 




    	 	  Appendix A-4	(2016-B Sale and Servicing Agreement)



     


    

 


“Class D Noteholder”
means the Person in whose name a Class D Note is registered in the Note Register.


 


“Class D Notes” means
the 2.68% Asset Backed Notes, Class D, substantially in the form of Exhibit D to the Indenture.


 


“Class D Rate” means
2.68% 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
September 21, 2016.


 


“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 the Indenture.


 


“Collection Account”
means the account designated as such, established and maintained pursuant to Section 5.01 of the Sale and Servicing Agreement.


 


“Collection Period” means
each fiscal month of the Servicer during the term of the Sale and Servicing Agreement; provided, however, that the
first Collection Period is the period from but excluding the Cutoff Date through and including September 30, 2016. 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 identified 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 identified 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.


 




    	 	  Appendix A-5	(2016-B Sale and Servicing Agreement)



     


    

 


“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 and thereafter the Class D Notes so long as any Class D 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 of the Sale and Servicing Agreement.


 


“Corporate Trust Office”
shall mean, (i) with respect to the Owner Trustee, the principal corporate trust office of the Owner Trustee located at U.S. Bank
Trust National Association, 300 Delaware Avenue, 9th Floor, Wilmington, DE 19801, 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 and (ii) with respect to the Indenture
Trustee, the location at which its corporate trust business is administered, which office at the Closing Date is located at (a) solely
for the purposes of the transfer, surrender or exchange of Notes, 480 Washington Boulevard, 30th Floor, Jersey City,
New Jersey, 07310, Attention: Agency & Trust – HART 2016-B and (b) for all other purposes 388 Greenwich Street,
14th Floor, New York, New York, 10013, Attention: Agency & Trust – HART 2016-B, facsimile number 212-816-5530;
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.


 


“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 August 12, 2016.


 


“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.


 


“Debt-For-Tax Opinion”
means an Opinion of Counsel, of nationally recognized tax counsel, delivered to the Depositor and the Indenture Trustee stating
that the Notes will be debt for U.S. federal income tax purposes.


 


“Default” means any occurrence
that is, or with notice or the lapse of time or both would become, an Event of Default.


 


“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.


 




    	 	  Appendix A-6	(2016-B Sale and Servicing Agreement)



     


    

 


“Definitive Notes” has
the meaning specified in Section 2.10 of the Indenture.


 


“Definitive Trust Certificates”
shall have the meaning set forth in Section 3.10 of the Trust Agreement.


 


“Delinquency Percentage”
means, for each Payment Date, an amount equal to the ratio (expressed as a percentage) of (i) the Pool Balance of all 61-Day Delinquent
Receivables as of the last day of the calendar month immediately preceding such Payment Date to (ii) the Pool Balance of all outstanding
Receivables held by the Issuer as of the last day of the calendar month immediately preceding such Payment Date.


 


“Delinquency Trigger”
means, for any Payment Date and the related preceding calendar month, 9.5%.


 


“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;


 




    	 	  Appendix A-7	(2016-B Sale and Servicing Agreement)



     


    

 


(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;


 


(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, LLC, a Delaware limited liability company, its successors and assigns.


 


“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 S&P, 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 S&P, if the deposits are to
be held in the account more than 30 days, or


 




    	 	  Appendix A-8	(2016-B Sale and Servicing Agreement)



     


    

 


(b)          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), so long
as the long-term unsecured debt of such depository institution shall have a credit rating from Standard and Poor’s of at
least “BBB”, if it is a Rating Agency, or


 


(c)          any other institution with
respect to which the Rating Agency Condition shall be satisfied in the case of Moody’s, and with satisfaction of the Rating
Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes.


 


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)).


 


“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 rating from each Rating Agency in the highest investment category granted thereby for such obligations;


 


(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 each Rating Agency in the highest investment category
granted thereby for such obligations;


 


(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 each Rating Agency in the highest investment category granted
thereby for such obligations;


 




    	 	  Appendix A-9	(2016-B Sale and Servicing Agreement)



     


    

 


(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 (other than with respect to S&P, but with satisfaction of the Rating
Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes).


 


“Eligible Servicer” means
HCA 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.


 


“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 of the Indenture.


 


“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.


 


“Executive Officer” means,
with respect to any corporation or limited liability company, 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 or limited liability company; and with respect to any partnership, any general partner thereof.


 


“Expenses” shall have
the meaning assigned to such term in Section 8.02 of the Trust Agreement.


 


“FATCA” Sections 1471
through 1474 of the Code, any current or future regulations or official interpretations thereunder or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, any applicable intergovernmental
agreement entered into in connection with the implementation of the foregoing and any fiscal or regulatory legislation, rules or
official practices adopted pursuant to any such intergovernmental agreement.


 


“FATCA Withholding Tax”
means any withholding or deduction required pursuant to FATCA.


 




    	 	  Appendix A-10	(2016-B Sale and Servicing Agreement)



     


    

 


“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.


 


“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 the 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 and assigns.


 


“Holder” or “Noteholder”
means a Person in whose name a Note is registered on the Note Register.


 


“Indemnified Losses”
shall have the meaning specified in Section 6.01 of the Receivables Purchase Agreement.


 


“Indemnified Party” shall
have the meaning assigned to such term in Section 8.02 of the Trust Agreement.


 


“Indenture” means the
Indenture, dated as of September 21, 2016, between the Issuer and the Indenture Trustee, as amended, supplemented, amended and
restated or otherwise modified from time to time.


 




    	 	  Appendix A-11	(2016-B Sale and Servicing Agreement)



     


    

 


“Indenture Trustee” shall
mean Citibank, N.A., a national banking association and its successors in interest and any successor trustee under the 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 of the Indenture, 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 the Indenture and that the signer is Independent
within the meaning thereof.


 


“Initial Certificate Transfer Opinion”
means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate
that results in the Issuer being treated as a partnership for U.S. federal income tax purposes and (ii) while any Note retained
by the Issuer or a Person that is considered the same Person as the Issuer for U.S. federal income tax purposes is outstanding
that (x) such Notes will be debt for U.S. federal income tax purposes or (y) the transfer by the Depositor of such Certificate
will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.


 


“Initial Class A-1 Note Balance”
means $225,000,000.


 


“Initial Class A-2 Note Balance”
means $475,000,000.


 


“Initial Class A-3 Note Balance”
means $328,000,000.


 


“Initial Class A-4 Note Balance”
means $94,900,000.


 


“Initial Class B Note Balance”
means $21,840,000.


 


“Initial Class C Note Balance”
means $32,770,000.


 


“Initial Class D Note Balance”
means $26,710,000.


 


“Initial Pool Balance”
means, an amount equal to the aggregate Principal Balance of the Receivables as of the Cutoff Date.


 




    	 	  Appendix A-12	(2016-B Sale and Servicing Agreement)



     


    

 


“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, the Class C Notes and the Class D 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.


 


“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, the Class C Rate or the Class
D Rate, as the context may require.


 


“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 2016-B until a successor replaces it and, thereafter, means the successor and, for purposes of any provision
contained in the Basic Documents 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.


 


“Item 1119 Party” means
the Seller, the Servicer, the Depositor, the Indenture Trustee, the Owner Trustee, the Asset Representations Reviewer, 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 30 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 identify with respect to the Receivable
have been identified.


 




    	 	  Appendix A-13	(2016-B Sale and Servicing Agreement)



     


    

 


“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” means a Class
A Note, a Class B Note, a Class C Note or a Class D Note as the context may require.


 


“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 Note Balance, (v) the Initial
Class B Note Balance, (vi) the Initial Class C Note Balance and (vii) the Initial Class D Note Balance less (b) all amounts
distributed to Noteholders on or prior to such date and allocable to principal thereon.


 


“Note Depository Agreement”
means the agreement dated September 21, 2016 executed by the Issuer in favor of The Depository Trust Company, relating to the Notes,
as the same may be amended or supplemented from time to time.


 


“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 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.


 


“Note Register” and “Note
Registrar” have the respective meanings specified in Section 2.04 of the Indenture.


 


“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,
the Class C Noteholders and the Class D Noteholders.


 


“Notes” means the Class
A Notes, the Class B Notes, the Class C Notes and the Class D Notes.


 




    	 	  Appendix A-14	(2016-B Sale and Servicing Agreement)



     


    

 


“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.


 


“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 of the Indenture, and delivered to the Indenture Trustee. Unless otherwise
specified, any reference in the Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized
Officer of the Issuer.


 


“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.


 


“Outstanding” means,
as of any date of determination, all Notes theretofore authenticated and delivered under the 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 the 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 the 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.


 




    	 	  Appendix A-15	(2016-B Sale and Servicing Agreement)



     


    

 


“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.


 


“Owner Trustee” means
U.S. Bank Trust National Association, 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
6.12 of the Indenture 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,
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 October 17, 2016.


 


“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.


 


“Plan” means an “employee
benefit plan” as defined in Section 3(3) of ERISA whether or not subject to Title I of ERISA, a “plan” as defined
in Section 4975 of the Code or an entity or account deemed to hold the plan assets of any of the foregoing.


 


“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 identified 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.


 


“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 of the
Indenture 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.


 


“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.


 




    	 	  Appendix A-16	(2016-B Sale and Servicing Agreement)



     


    

 


“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, Third Priority Principal Distribution Amount and Regular Principal Distribution Amount.


 


“Proceeding” means any
suit in equity, action at law or other judicial or administrative proceeding.


 


“Purchase Price” shall
have the meaning specified in Section 2.01(a) of the Receivables Purchase Agreement.


 


“Purchased Amount” means,
with respect to any Purchased Receivable, the unpaid principal balance owed by the Obligor thereon plus interest on such amount
at the applicable APR accrued to and including the last day of the Collection Period preceding the date that such Purchased Receivable
was purchased by the Seller or the Servicer, as applicable.


 


“Purchased Assets” shall
have the meaning specified in Section 2.01(a) of the Receivables Purchase Agreement.


 


“Purchased Receivable”
means a Receivable purchased (i) by or on behalf of the Servicer pursuant to Section 4.07 of the Sale and Servicing Agreement,
(ii) by or on behalf of the Seller pursuant to Section 3.03 of the Sale and Servicing Agreement or Section 7.02 of
the Receivables Purchase Agreement or (iii) by the Servicer pursuant to Section 9.01 of the Sale and Servicing Agreement
pursuant the Servicer’s exercise of an optional purchase of all Receivables.


 


“Rating Agency” means
Moody’s or S&P, as the context may require. If none of Moody’s, S&P 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.


 


“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.


 


“Rating Agency Notification”
means with respect to any action, that each Rating Agency shall have been given prior written notice of such action.


 


“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” shall mean
any Contract listed on Schedule I to the Receivables Purchase Agreement and Schedule A to the Sale and Servicing
Agreement (which Schedule may be in electronic format).


 




    	 	  Appendix A-17	(2016-B Sale and Servicing Agreement)



     


    

 


“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 September 21, 2016, between the Seller and the Depositor, as amended, supplemented,
amended and restated or otherwise modified from time to time.


 


“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.


 


“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.


 


“Redemption Date” means,
as the context requires, in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, the Payment
Date specified by the Servicer or the Issuer pursuant to Section 10.01 of the Indenture.


 


“Redemption Price” means
in the case of a redemption of the Notes pursuant to Section 10.01 of the Indenture, an amount equal to the unpaid Note
Balance of all 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.


 


“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.


 




    	 	  Appendix A-18	(2016-B Sale and Servicing Agreement)



     


    

 


“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 minus (4) the Third 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, the Second Priority Principal
Distribution Amount and the Third Priority Principal Distribution Amount, if any); and provided further, that
the Regular Principal Distribution Amount on or after the Class D Stated Maturity Date shall not be less than the amount that is
necessary to reduce the Outstanding Balance of the Class D Notes to zero.


 


“Regulation AB” means
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, 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.


 


“Repurchase Event” shall
have the meaning specified in Section 7.02 of the Receivables Purchase Agreement.


 




    	 	  Appendix A-19	(2016-B Sale and Servicing Agreement)



     


    

 


“Repurchase Request”
means a written request from a Requesting Party that the Seller repurchase a Receivable due to an alleged breach of a representation
and warranty in Exhibit A to the Receivables Purchase Agreement. A Repurchase Request from a Requesting Party shall set
forth (i) each Receivable that is subject to such Repurchase Request, (ii) the specific representation or warranty contained in
Exhibit A to the Receivables Purchase Agreement it alleges was breached and (iii) the material adverse effect of such breach
on the interests of the Issuer or the Noteholders that triggers the Repurchase Request.


 


“Requesting Party” means
any Note Owner that has submitted a Repurchase Request.


 


“Reserve Account” means
the account designated as such, established by the Issuer and maintained by the Indenture Trustee pursuant to Section 5.01(a)(ii)
of the Sale and Servicing Agreement.


 


“Reserve Account Deposit”
means $3,033,358.77.


 


“Reserve Account Required Amount”
means, with respect to any Payment Date, an amount equal to 0.25% 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).


 


“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 (a) with respect to the Servicer, 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,
(b) 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 and (c) with respect to the Administrator, any officer having
direct responsibility for the administration of the Basic Documents.


 


“Restricted Notes” means
any Notes (i) that were retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income
tax purposes as of the Closing Date, and (ii) for which no Debt-For-Tax Opinion has been rendered with respect to such Notes at
any time after the Closing Date.


 


“Review Conditions” means
(i) the Delinquency Percentage for any Payment Date exceeds the Delinquency Trigger for that Payment Date and (ii) the required
percentage of Noteholders or Note Owners, as applicable, have voted to direct an Asset Representations Review of the Subject Receivables.


 




    	 	  Appendix A-20	(2016-B Sale and Servicing Agreement)



     


    

 


“Review Notice” means
a notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations
Reviewer to conduct an Asset Representations Review.


 


“S&P” means S&P
Global Ratings and its successors.


 


“Sale and Servicing Agreement”
shall mean the Sale and Servicing Agreement dated as of September 21, 2016, among the Depositor, HCA, as Seller and Servicer, the
Issuer 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 to the Sale and Servicing Agreement or Schedule I to the Receivables
Purchase Agreement (which Schedule may be in electronic form).


 


“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.


 


“SEC” means the Securities
and Exchange Commission.


 


“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.


 


“Secretary of State”
shall mean the Secretary of State of the State of Delaware.


 


“Securities” means the
Notes and the Certificates.


 


“Securities Account Control Agreement”
means the Securities Account Control Agreement dated as of September 21, 2016 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.


 




    	 	  Appendix A-21	(2016-B Sale and Servicing Agreement)



     


    

 


“Seller” shall mean HCA
in its capacity as Seller under the Receivables Purchase Agreement, a California corporation, and its successors and assigns.


 


“Servicer” means HCA,
in its capacity as servicer under the Sale and Servicing Agreement, and any Successor Servicer thereunder.


 


“Servicer Termination Event”
has the meaning set forth in Section 8.01 of the Sale and Servicing Agreement.


 


“Servicer’s Certificate”
means a certificate of the Servicer delivered pursuant to Section 4.09 of the Sale and Servicing Agreement, substantially
in the form of Exhibit B to the Sale and Servicing Agreement.


 


“Servicing Fee” means,
for any Payment Date, the product of (A) one-twelfth (or, in the case of the first payment date, 41/360), (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.


 


“Similar Law” means any
law that is substantially similar to Title I of ERISA or Section 4975 of the Code.


 


“Simple Interest Method”
means the method of allocating the monthly payments identified 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.


 


“State” means any one
of the 50 states of the United States of America, or the District of Columbia.


 


“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:


 




    	 	  Appendix A-22	(2016-B Sale and Servicing Agreement)



     


    

 


	
        Class
	 	
        Stated
        Maturity Date

	Class A-1 Notes	 	September 15, 2017
	Class A-2 Notes	 	August 15, 2019
	Class A-3 Notes	 	April 15, 2021
	Class A-4 Notes	 	November 15, 2022
	Class B Notes	 	November 15, 2022
	Class C Notes	 	November 15, 2022
	Class D Notes	 	September 15, 2023


 


“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.


 


“Subject Receivables”
means, for any Asset Representations Review, all Receivables outstanding and held by the Issuer which are 60 or more days delinquent
as of the first day on which the Review Conditions are satisfied; provided, however, that any Receivable that becomes a
Purchased Receivable or is paid off after such date will no longer be a Subject Receivable.


 


“Successor Servicer”
has the meaning specified in Section 3.07(f) of the Indenture.


 


“Target Overcollateralization Amount”
means, with respect to any Payment Date, 1.50% of the Adjusted Pool Balance as of the Cut-off Date. Notwithstanding the foregoing,
the Target Overcollateralization Amount shall not exceed the Adjusted Pool Balance on such Payment Date.


 


“Tax Information” means
information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the
amount of any withholding of tax, including FATCA Withholding Tax.


 


“Third 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, the Class B Notes and the Class C Notes as of the preceding
Payment Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes
on that preceding Payment Date), minus (ii) the Adjusted Pool Balance at the end of the Collection Period, minus (b) the sum of
(i) the First Priority Principal Distribution Amount, plus (ii) the Second Priority Principal Distribution Amount; provided,
that the Third Priority Principal Distribution Amount on and after the Class C Maturity Date shall not be less than the amount
that is necessary to reduce the Outstanding Amount of the Class C Notes to zero.


 


“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,
(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 (v) on or after the Stated Maturity Date of any class of Notes, an amount necessary to reduce
the Outstanding Amount of such class of Notes to zero, 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.


 




    	 	  Appendix A-23	(2016-B Sale and Servicing Agreement)



     


    

 


“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” 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 September 21, 2016, between the Depositor, the Administrator and the Owner
Trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.


 


“Trust Certificate” shall
mean a certificate evidencing the beneficial interest of a Certificateholder in the Trust, substantially in the form attached to
the Trust Agreement as Exhibit A.


 


“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 the 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.


 


“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.


 




    	 	  Appendix A-24	(2016-B Sale and Servicing Agreement)



     


    

 


“UCC” means, unless the
context otherwise requires, the Uniform Commercial Code as in effect in the relevant jurisdiction, as amended from time to time.


 


“Yield Supplement Overcollateralization
Amount” means with respect to any Payment Date, the dollar amount set forth next to such Payment Date on Schedule
B to the Sale and Servicing Agreement.


 


The foregoing definitions shall be equally
applicable to both the singular and plural forms of the defined terms. Unless otherwise inconsistent with the terms of this Agreement,
all accounting terms used herein shall be interpreted, and all accounting determinations hereunder shall be made, in accordance
with GAAP. Amounts to be calculated hereunder shall be continuously recalculated at the time any information relevant to such calculation
changes.


 








    	 	  Appendix A-25	(2016-B Sale and Servicing Agreement)



     


    



 


APPENDIX B


 


REGULATION AB REPRESENTATIONS, WARRANTIES
AND COVENANTS


 


PART I




DEFINED TERMS


 


Section 1.01. Unless otherwise defined herein,
terms used in this Appendix B that are defined in the Agreement to which this Appendix B 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 B 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.


 




    	 	Appendix B-1	(2016-B Sale and Servicing Agreement)



     


    

 


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


 




    	 	Schedule-1	(2016-B Sale and Servicing Agreement)