HYUNDAI ABS FUNDING LLC

EX-1.1 · tm2615711d12_ex1-1.htm

EX-1.1
 2
 tm2615711d12_ex1-1.htm
 EXHIBIT 1.1

 Exhibit 1.1

 HYUNDAI AUTO RECEIVABLES TRUST 2026-B

 $2,187,070,000 ASSET BACKED NOTES

 HYUNDAI ABS FUNDING, LLC

 (DEPOSITOR)

 HYUNDAI CAPITAL AMERICA

 (SELLER AND SERVICER)

 UNDERWRITING AGREEMENT

 June 9, 2026

 Citigroup Global Markets Inc.

 as Representative
of the

 Several Underwriters

388 Greenwich Street, 6th Floor

New York, NY 10013

 Ladies and Gentlemen:

 SECTION 1.            Introduction .
Hyundai ABS Funding, LLC (the “Depositor”) proposes to cause Hyundai Auto Receivables Trust 2026-B (the “Trust”)
to issue $464,800,000 principal amount of its Class A-1 Notes (the “Class A-1 Notes”), $510,000,000 principal amount
of its Class A-2-A Notes (the “Class A-2-A Notes”), $242,800,000 principal amount of its Class A-2-B Notes
(the “Class A-2-B Notes”), $752,800,000 principal amount of its Class A-3 Notes (the “Class A-3 Notes”),
$109,000,000 principal amount of its Class A-4 Notes (the “Class A-4 Notes” and together with the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, the “Class A Notes”), $40,380,000 principal amount of its
Class B Notes (the “Class B Notes”) and $67,290,000 principal amount of its Class C Notes (the “Class C
Notes” and together with the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes
and the Class B Notes, the “Notes”) and the Depositor proposes to sell a portion of the Notes in the amounts as set forth
on Schedule I (the “Underwritten Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter”),
for whom Citigroup Global Markets Inc. is acting as representative (the “Representative”). Hyundai Capital America (“HCA”)
intends to retain, through the Depositor, the Certificates which together with the eligible horizontal cash reserve account constitutes
at least 5% of the fair value of all of the Notes and the Certificates, pursuant to the requirements of the final rules contained
in Regulation RR, 17 C.F.R. §246.1, et seq . (the “Credit Risk Retention Rules”), implementing the credit risk
retention requirements of Section 15G of the Exchange Act. The Notes will be issued pursuant to an Indenture, to be dated as of the
Closing Date (the “Indenture”), between the Trust and Citibank, N.A., a national banking association, as indenture trustee
(the “Indenture Trustee”). The assets of the Trust will include, among other things, a pool of retail installment sale contracts
acquired by HCA and sold to the Trust on the Closing Date (the “Receivables”) secured by new and used automobiles, light-duty
trucks and minivans and financed thereby (the “Vehicles”), certain monies received thereunder after the close of business
on May 5, 2026 (the “Cutoff Date”) and the other property and the proceeds thereof to be conveyed to the Trust pursuant
to the Sale and Servicing Agreement to be dated as of the Closing Date (the “Sale and Servicing Agreement”) among the Trust,
HCA, as seller and servicer, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will
sell the Receivables to the Trust and HCA will service the Receivables on behalf of the Trust. In addition, pursuant to the Owner Trust
Administration Agreement to be dated as of the Closing Date (the “Administration Agreement”) among the Trust, HCA and the
Indenture Trustee, HCA will agree to perform certain administrative tasks on behalf of the Trust. The Depositor formed the Trust pursuant
to a trust agreement, and it will be governed by an Amended and Restated Trust Agreement (the “Trust Agreement”) to be dated
as of the Closing Date among the Depositor, HCA and U.S. Bank Trust National Association, a national banking association, as owner trustee
(the “Owner Trustee”). The owner trust certificates (the “Certificates”), representing a fractional undivided
interest in the Trust, will be issued to the Depositor pursuant to the Trust Agreement.

 The Depositor will acquire
the Receivables from HCA pursuant to the terms of the Receivables Purchase Agreement (the “Receivables Purchase Agreement”)
to be dated as of the Closing Date between the Depositor and HCA. HCA has acquired the Receivables from franchised dealers (the “Dealers”)
pursuant to certain dealer retail agreements between each Dealer and HCA (collectively, the “Dealer Retail Agreements”).

 The Trust will provide for
the review of certain of the Receivables for compliance with the representations and warranties made about them in certain circumstances
under an Asset Representations Review Agreement to be dated as of the Closing Date (the “Asset Representations Review Agreement”)
among the Trust, HCA and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

 Capitalized terms used but
not otherwise defined in this Underwriting Agreement (this “Agreement”) shall have the meanings set forth in the Sale and
Servicing Agreement or if not defined therein, then as defined in the Prospectus (as defined below). As used herein, the term “Transaction
Documents” refers to the Sale and Servicing Agreement, the Indenture, the Notes, the Trust Agreement, the Receivables Purchase Agreement,
the Asset Representations Review Agreement and the Administration Agreement.

 At or prior to the date when
sales to purchasers of the Underwritten Notes were first made to investors by the Underwriters, which was June 9, 2026 (the “Applicable
Date”), the Seller had prepared (i) the Preliminary Prospectus dated June 4, 2026 (the “Preliminary Prospectus”)
and (ii) the Free Writing Prospectus dated June 4, 2026 relating to the ratings on the Notes (the “Ratings Free Writing
Prospectus” and together with the Preliminary Prospectus and written communications constituting a bona fide electronic road show
within the meaning of Rule 433(h) under the Securities Act (the “Road Show Materials”), collectively, the “Time
of Sale Information”). If, subsequent to the Applicable Date and prior to the Closing Date, such Time of Sale Information included
an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading and the Underwriters terminate their old “Contracts of Sale”
(within the meaning of Rule 159 under the Securities Act) and enter into new Contracts of Sale with investors in the Underwritten
Notes, then the “Time of Sale Information” will refer to the information conveyed to investors at the time of entry into such
new Contract of Sale, in an amended Preliminary Prospectus or Free Writing Prospectus approved by the Depositor and the Representative
that corrects such material misstatements or omissions (a “Corrected Prospectus”) and “Applicable Date” will refer
to the time and date on which such new Contracts of Sale were entered into.

 SECTION 2.            Representations
and Warranties . (a) As a condition of the several obligations of the Underwriters to purchase the Underwritten Notes, each of
the Depositor and HCA makes the representations and warranties set forth below to the Representative and each of the Underwriters on and
as of the date hereof. To the extent a representation or warranty specifically relates to the Depositor, such representation or warranty
is made by the Depositor and HCA jointly, and to the extent a representation or warranty specifically relates solely to HCA, such representation
or warranty is only made by HCA and not by the Depositor.

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 (i)             The
registration statement on Form SF-3 (No. 333-284087), including the exhibits thereto, has been filed with the Securities and
Exchange Commission (the “Commission”) for registration under the Securities Act, which registration statement has been declared
effective by the Commission within the three years prior to the Closing Date and is still effective as of the date hereof. Such registration
statement, including the exhibits thereto, as amended to the date hereof, is hereinafter called the “Registration Statement.”
A form of prospectus is included in the Registration Statement filed with the Commission. A final prospectus, dated June 9, 2026
relating to the Notes (the “Prospectus”), will be filed with the Commission in connection with the offering and sale of the
Underwritten Notes pursuant to and in accordance with Rule 424(b) under the Securities Act (“Rule 424(b)”)
within the time period required thereby. Any reference herein to the terms “amend,” “amendment” or “supplement”
with respect to the Registration Statement or the Prospectus, shall be deemed to refer to and include the filing of any document under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the filing date of the Prospectus deemed to be incorporated
therein by reference pursuant to Item 14 of Form SF-3 under the Securities Act.

 (ii)            Reserved.

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

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 (iv)           The
Time of Sale Information, at the Applicable Date, did not, and at the Closing Date will not, contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that neither HCA nor the Depositor makes any representation or warranty with respect to any statements
or omissions made in reliance upon and in conformity with the Underwriters’ Information.

 (v)            The
Ratings Free Writing Prospectus has been filed with the Commission (to the extent required by Rule 433 under the Securities Act).

 (vi)           Since
the respective dates as of which information is given in the Preliminary Prospectus and in the Prospectus there has not been any material
adverse change, or, to the best of our knowledge, any development involving a prospective material adverse change, in or affecting the
condition, financial or otherwise, earnings, business or operations of any of HCA or its subsidiaries, including the Depositor and its
subsidiaries, taken as a whole, except as disclosed to the Representative in writing prior to the date hereof.

 (vii)         The
Indenture has been qualified under the Trust Indenture Act.

 (viii)         The
Trust Agreement is not required to be qualified under the Trust Indenture Act.

 (ix)            The
Trust is not, and immediately after giving effect to the issuance of the Notes and the sale of the Underwritten Notes, will not be required
to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended (the
“Investment Company Act”). In making such representation, the Trust relies on one or more of the exclusions or exemptions
from the definition of “investment company” contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7
under the Investment Company Act, although there may be additional exclusions or exemptions on which the Trust may rely. The Trust is
being structured so as not to constitute a “covered fund” for purposes of the regulations adopted to implement Section 619
of the Dodd-Frank Wall Street Reform and Consumer Protection Act (such statutory provision together with such implementing regulations,
the “Volcker Rule”).

 (x)             The
issuance of the Notes and the sale of the Underwritten Notes have been duly authorized by all necessary corporate action of the Depositor
and, when executed, authenticated and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and
the Indenture, the Underwritten Notes will be valid and binding obligations of the Trust, enforceable in accordance with their terms,
except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship,
moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general principles of
equity.

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 (xi)            Each
of the Depositor and HCA has been duly incorporated and is validly existing as a limited liability company or corporation, as applicable,
in good standing under the law of its jurisdiction of formation or incorporation, as applicable, with full corporate power and authority
to own, lease and operate its properties and assets and conduct its business as described in the Preliminary Prospectus and the Prospectus,
is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its
properties or assets or the conduct of its business requires such qualification, except where the failure to be in good standing would
not have a material adverse effect on the ability of the Depositor or HCA to perform its respective obligations under this Agreement and
the Transaction Documents or on the consummation of the transactions as contemplated by the Transaction Documents, and has full corporate
power and authority to execute and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

 (xii)           The
execution and delivery of this Agreement have been duly authorized by all necessary corporate action of the Depositor and HCA, and this
Agreement has been duly executed and delivered by the Depositor and HCA and when duly executed and delivered by the other parties hereto
will be the legal, valid and binding agreement of the Depositor and HCA, enforceable against the Depositor and HCA in accordance with
its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and to general
principles of equity.

 (xiii)          The
execution and delivery of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action
of the Depositor or HCA, as applicable, and, when duly executed and delivered by the Depositor and HCA (assuming due authorization, execution
and delivery by the other parties thereto), will be legal, valid and binding agreements of the Depositor and HCA, enforceable against
the Depositor or HCA in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating
to creditors’ rights in general and to general principles of equity.

 (xiv)         The
execution, delivery and performance by each of the Depositor and HCA of this Agreement and each of the Transaction Documents to which
it is a party, the issuance of the Notes and the sale of the Underwritten Notes pursuant to this Agreement (subject to obtaining any consents
or approvals as may be required under the securities or “blue sky” laws to various jurisdictions), and the consummation of
the other transactions herein contemplated do not:

 (1)            require
the consent, approval, authorization, registration or qualification of or with any governmental authority, except consents or filings
that have been obtained or made or as may be required under the securities or “blue sky” laws of various jurisdictions,

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 (2)            conflict
with or result in a breach or violation or acceleration of, or constitute a default under, any of their respective organizational documents,
indentures, mortgages, deeds of trust, leases or other agreements or instruments to which any of them is a party or by which any of them
or their properties is bound,

 (3)            result
in a violation of or contravene the terms of any statute, governmental order or regulation applicable to any of them, or

 (4)            result
in the creation of any lien upon any of their respective properties or assets (other than pursuant to the Transaction Documents), except
where any failure to obtain consent or make any filing or any such conflict, breach, default, violation, contravention or creation would
not have a material adverse effect on the ability of the Depositor or HCA to perform its respective obligations under this Agreement and
the Transaction Documents, as applicable, or on the consummation of the transactions as contemplated by the Transaction Documents.

 (xv)          None
of the Depositor or HCA is in violation of any term or provision of its charter documents or by-laws, or in breach of or in default under
any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable
to the Depositor or HCA, the consequence of which violation, breach or default would have (a) a material adverse effect on or constitute
a material adverse change in the condition (financial or otherwise), earnings, properties, business affairs, net worth or results of operations
of the Depositor or HCA or (b) a material and adverse effect on its ability to perform its respective obligations under this Agreement
or any of the Transaction Documents, in each case, to which it is a party.

 (xvi)         None
of the Depositor, HCA or anyone acting on their behalf has taken any action that would require registration of the Depositor or the Trust
under the Investment Company Act; nor will the Depositor nor HCA act, nor has either of them authorized nor will either of them authorize
any person to act, in such manner.

 (xvii)        Each
of the Depositor and HCA possesses all consents, licenses, certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective businesses, the absence of which would have a material adverse
effect on the ability of the Depositor and HCA to perform its respective obligations under this Agreement and the Transaction Documents
or on the consummation of the transactions as contemplated by the Transaction Documents, and neither the Depositor nor HCA has received
any notice of proceedings relating to the revocation or modification of any such license, certificate, authorization or permit which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse effect on or
constitute a materially adverse change in the condition (financial or otherwise), earnings, properties, business affairs, net worth or
results of operations of the Depositor or HCA, except as described in or contemplated by the Prospectus.

 (xviii)       No
legal or governmental proceedings are pending (or, to the knowledge of HCA, threatened) against the Depositor or HCA except for such proceedings
that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect
on the condition (financial or otherwise), earnings, properties, business affairs, net worth or results of operations of the Depositor
or HCA or the Depositor’s or HCA’s ability to perform its obligations under this Agreement or the Transaction Documents or
on the consummation of the transactions as contemplated by the Transaction Documents.

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 (xix)         No
default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance
and observance of any term, covenant or condition of any material indenture, mortgage, deed of trust, lease or other material agreement
or instrument to which the Depositor or HCA is a party or by which the Depositor or HCA or any of its respective properties is bound.

 (xx)          The
Notes and the Transaction Documents conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus
and in the Prospectus.

 (xxi)          Each
of the Depositor’s and HCA’s representations and warranties in the Transaction Documents are true and correct as of the date
they are given therein and will be true and correct on the Closing Date, and such representations and warranties are incorporated herein
by reference.

 (xxii)        Other
than as contemplated by this Agreement or as disclosed in the Preliminary Prospectus and in the Prospectus, there is no broker, finder
or other party that is entitled to receive from the Depositor or any of its Affiliates or the Underwriters, any brokerage or finder’s
fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

 (xxiii)        None
of the Depositor, HCA or any of their Affiliates has entered into, nor will it enter into, any contractual arrangement with respect to
the distribution of the Underwritten Notes except for this Agreement.

 (xxiv)        Assuming
that the Underwritten Notes are issued in accordance with the provisions of the Indenture and distributed in accordance with the terms
of this Agreement and as described in the Prospectus, the Underwritten Notes are “asset-backed securities” within the meaning
of, and satisfy the requirements for use of, Form SF-3 under the Securities Act.

 (xxv)         The
Underwritten Notes, when duly and validly executed by the Indenture Trustee, authenticated and delivered in accordance with the Indenture,
and delivered and paid for pursuant hereto will be validly issued and outstanding and entitled to the benefits of the Indenture.

 (xxvi)        The
Certificates, when duly and validly executed by the Owner Trustee, authenticated and delivered in accordance with the Trust Agreement,
will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

 (xxvii)       Any
taxes, fees and other governmental charges due on or prior to the Closing Date (including, without limitation, sales taxes) in connection
with the execution, delivery and performance of this Agreement and the Transaction Documents and the issuance of the Notes have been or
will have been paid at or prior to the Closing Date.

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 (xxviii)     None
of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Underwritten
Notes) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including,
without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System.

 (xxix)        As
of the Applicable Date, the Depositor was not and as of the Closing Date will not be, an “ineligible issuer,” as defined in
Rule 405 under the Securities Act.

 (xxx)         The
Depositor has filed the Preliminary Prospectus and the Ratings Free Writing Prospectus as required under the Securities Act and the Rules and
Regulations and it has done so within the applicable periods of time required under the Securities Act and the Rules and Regulations.

 (xxxi)        HCA
has executed and delivered a written representation to each Rating Agency that it will take the actions specified in paragraphs (a)(3)(iii)(A) through
(E) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), and it has complied with each such representation; provided
that no failure to comply with any such representation shall constitute a breach of this clause (xxxi) if it (i) would not have
a material adverse effect on the Underwritten Notes or (ii) arises from a breach by any Underwriter of Section 6(i) hereof.

 (xxxii)      The
Seller has complied with Rule 193 of the Securities Act in connection with the offering of the Underwritten Notes.

 (xxxiii)      Neither
HCA nor the Depositor has engaged any third-party to provide “due diligence services” (as defined in Rule 17g-10 under
the Exchange Act) other than KPMG LLP, and the only report generated as a result of such engagement is the Independent Accountants’
Report on Applying Agreed-Upon Procedures, dated May 28, 2026 (the “KPMG Report”), a copy of which has been made available
to the Representative. The KPMG Report is, as among the parties to this Agreement, deemed to have been obtained by HCA pursuant to Rule 15Ga-2
and Rule 17g-10 of the Exchange Act. HCA or the Depositor has complied with Rule 15Ga-2 under the Exchange Act with respect
to any reports generated as a result of any engagement pursuant to Rules 15Ga-2 and 17g-10 under the Exchange Act, other than any
breach arising from a breach by any Underwriter of the representation, warranty and covenant set forth in Section 6(f)(v) of
this Agreement.

 (xxxiv)      HCA
has complied and as of the Closing Date will comply, and is the appropriate entity to comply, with all requirements imposed on the “sponsor
of a securitization transaction” in accordance with the final rules contained in the Credit Risk Retention Rules, directly
or (to the extent permitted by the Credit Risk Retention Rules) through a majority-owned affiliate (as defined in the Credit Risk Retention
Rules, a “Majority-Owned Affiliate”). HCA or one or more of HCA’s Majority-Owned Affiliates will hold an “eligible
horizontal residual interest” and will cause to be established an “eligible horizontal cash reserve account” (each as
defined in the Credit Risk Retention Rules). HCA determined the fair value of the “eligible horizontal residual interest”
(such interest, the “Retained Interest”) disclosed in the Prospectus under the heading “ Credit Risk Retention ”,
and will determine and disclose the fair value of the Retained Interest as of the Closing Date as required by Rule 4(c)(1)(ii) of
the Credit Risk Retention Rules. HCA has determined, and as of the Closing Date will determine, the fair value of the Retained Interest
based on its own valuation methodology, inputs and assumptions and is solely responsible therefor.

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 (b)             The
above representations and warranties shall be deemed to be repeated in their entirety at and as of the Closing Date.

 (c)             Each
Underwriter hereby makes the representations and agrees to the statements contained in Annex A hereto.

 SECTION 3.            Purchase,
Sale and Delivery of the Underwritten Notes . (a) On the basis of the representations, warranties and agreements herein contained,
but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Underwritten Notes set
forth opposite the name of such Underwriter on Schedule I, at a purchase price (the “Purchase Price”) equal to “Price
$” as specified on Schedule II hereto. Delivery of and payment for the Underwritten Notes shall be made at the offices of Mayer
Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606 at or about 11:00 a.m. (New York City time) on June 17, 2026
(or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the
“Closing Date”). Delivery of one or more global notes representing the Underwritten Notes shall be made against payment of
the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall
be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial
owners of the Underwritten Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive
notes representing the Underwritten Notes will be available only under limited circumstances, as described in the Prospectus.

 (b)             The
Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on
behalf of the Underwriters of the aggregate Purchase Price for the Underwritten Notes does not constitute closing of a purchase and sale
of the Underwritten Notes. Only the execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative prior
to the cut-off time for DTC settlement on the Closing Date, indicates completion of the closing of a purchase of the Underwritten Notes
from the Trust. Furthermore, in the event that the Underwriters make a Payment to the Trust prior to the completion of the closing of
a purchase of Underwritten Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for
the Underwritten Notes and until all Permitted Liens have been released prior to the cut-off time for DTC settlement on the Closing Date,
the Trust will not be entitled to the Payment and the Depositor shall cause the Trust to return the Payment to the Underwriters as soon
as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Underwritten Notes is
not completed and the Payment is not returned by the Trust to the Underwriters on the same day the Payment was received by the Trust,
the Depositor agrees to pay, or otherwise cause the Trust to pay, to the Underwriters in respect of each day the Payment is not returned
by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as
reasonably determined by the Representative.

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 (c)             It
is understood that the Representative or any Underwriter, individually, may (but shall not be obligated to) make Payment on behalf of
any Underwriter or Underwriters for any of the Underwritten Notes to be purchased by such Underwriter or Underwriters. No such Payment
shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

 SECTION 4.            Offering
by Underwriters . Upon the authorization by the Representative of the release of the Underwritten Notes, the several Underwriters propose
to offer the Underwritten Notes for sale upon the terms and conditions set forth in this Agreement and the Prospectus.

 SECTION 5.            Covenants
of the Depositor and HCA . Each of the Depositor and HCA covenants and agrees with the Underwriters as set forth below.

 (a)             To
file the Prospectus, properly completed, with the Commission pursuant to and in accordance with Rule 424(b) under the Securities
Act no later than the second business day following the day it is first used. The Depositor will file with the Commission any Free Writing
Prospectus delivered to investors in accordance with Section 6 as the Depositor is required to file under the Securities Act and
the Rules and Regulations, and will do so within the applicable period of time required under the Securities Act and the Rules and
Regulations (which for the avoidance of doubt shall be in the case of the Ratings Free Writing Prospectus and a Free Writing Prospectus
that is Pre-pricing and Pricing Information no later than the second business day following the day it is first used). The Depositor or
HCA will advise the Representative promptly of any such filing under the Securities Act.

 (b)             To
furnish to the Underwriters and counsel for the Underwriters, without charge, as many copies of the Registration Statement, the Preliminary
Prospectus, the Prospectus, the Ratings Free Writing Prospectus and all amendments and supplements to such documents, in each case as
soon as available and in such quantities as the Underwriters reasonably request. The Prospectus shall be furnished on or prior to 12:00
noon, New York time, on or prior to the second business day preceding the Closing Date. All other documents shall be so furnished as soon
as available and in such quantities as the Representative may reasonably request. The Depositor or HCA will pay the expenses of printing,
reproducing and distributing to the Underwriters all such documents.

 (c)             To
advise the Representative promptly, in writing, of any proposal to amend or supplement the Registration Statement or the Prospectus and
to not effect any such amendment or supplement to which the Representative shall reasonably object; and to also advise the Representative
promptly of the effectiveness of each Registration Statement and of any amendment or supplement of the Registration Statement or the Prospectus
and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and to use its best efforts
to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

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 (d)             To
furnish the Underwriters with copies of the Preliminary Prospectus and the Prospectus and each amendment or supplement and any Free Writing
Prospectus, during the period when any Underwriter is required to deliver a Prospectus under the Securities Act, at the cost and expense
of HCA, each in such quantities as the Representative may from time to time reasonably request (and subsequent to such period, to assist
the Underwriters in obtaining sufficient additional copies of the Prospectus, at the cost and expense of the Underwriters requesting such
additional copies); and if, at any time prior to the expiration of the Prospectus delivery period under the Securities Act, any event
shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which
they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during
such same period to amend or supplement the Prospectus, to notify the Representative and promptly prepare and file with the Commission
(subject to the Representative’s prior review pursuant to Section 5(c)), at its own expense, an amendment or supplement which
will correct such statement or omission, or an amendment which will effect such compliance. Upon the Representative’s request, the
Depositor will prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies
as the Representative may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct
such statement or omission or effect such compliance. Neither the Underwriters’ consent to, nor the Underwriters’ distribution
of any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 8 hereof.

 (e)             The
Depositor will arrange for the qualification of the Underwritten Notes for offering and sale in each jurisdiction as the Representative
shall designate including, but not limited to, pursuant to applicable state securities (“Blue Sky”) laws of certain states
of the United States of America or other U.S. jurisdictions so designated, and the Depositor shall maintain such qualifications in effect
for so long as may be necessary in order to complete the placement of the Underwritten Notes; provided, however, that the Depositor shall
not be obliged to file any general consent to service of process or to qualify as a foreign corporation or as a securities dealer in any
jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
The Depositor will promptly advise the Representative of the receipt by the Depositor of any notification with respect to the suspension
of the qualification of the Underwritten Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such
purpose.

 (f)             The
Depositor will cooperate with the Representative and use its best efforts to permit the Underwritten Notes to be eligible for clearance
and settlement through DTC.

 (g)             HCA
and the Depositor shall (i) furnish or make available to the Underwriters or their counsel such additional documents and information
regarding HCA, the Depositor and their respective affairs as the Underwriters may from time to time reasonably request prior to the Closing
Date, including any and all documentation reasonably requested in connection with its due diligence efforts regarding information in the
Registration Statement and the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in
this Agreement and (ii) provide the Underwriters or their advisors, or both, prior to acceptance of its subscription, the opportunity
to ask questions of, and receive answers with respect to such matters.

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 (h)             From
the date hereof until the Closing Date, neither the Depositor, nor HCA will, without the prior written consent of the Representative,
directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other collateralized
securities similar to the Underwritten Notes.

 (i)              Until
the retirement of the Underwritten Notes, neither the Depositor nor HCA shall, nor cause the Trust to, be or become an open-end investment
company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered
under Section 8 of the Investment Company Act.

 (j)              Until
the retirement of the Underwritten Notes, or until none of the Underwriters maintains a secondary market in the Underwritten Notes, whichever
occurs first, HCA shall cause the Depositor to and the Depositor shall deliver to each of the Underwriters, through the Representative,
the annual statement of compliance and any annual independent certified public accountants’ report furnished to the Indenture Trustee
pursuant to the Sale and Servicing Agreement not otherwise publicly available, as soon as such statements and reports are furnished to
the Indenture Trustee.

 (k)             So
long as any of the Underwritten Notes are outstanding, HCA shall cause the Depositor to and the Depositor shall deliver to each of the
Underwriters, through the Representative: (i) all documents distributed to Noteholders and (ii) from time to time, any other
information concerning HCA, the Depositor or the Trust as the Underwriters may reasonably request only insofar as such information reasonably
relates to the Registration Statement, the Prospectus or the transactions contemplated by the Transaction Documents.

 (l)              On
or before the Closing Date, HCA and the Depositor (to the extent applicable) shall each cause their computer records relating to the Receivables
to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Depositor
nor HCA shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Indenture
or the Sale and Servicing Agreement.

 (m)            To
the extent, if any, that any of the ratings assigned to the Notes by any of the rating agencies that initially rate the Notes are conditional
upon the furnishing of documents or the taking of any other actions by the Depositor or HCA, as the case may be, the relevant party shall
furnish, or cause to be furnished, such documents and take any such other actions as promptly as possible.

 (n)             To
comply with the representation made by it to each Rating Agency pursuant to paragraph (a)(3)(iii) of Rule 17g-5.

 (o)             HCA
shall not permit the sale, transfer, financing or hedging of the Retained Interest except as permitted by applicable law, in connection
with the Hyundai Auto Receivables Trust 2026-B transaction.

 SECTION 6.            Preliminary
Prospectus and Free Writing Prospectus .

 (a)             The
following terms have the specified meanings for purposes of this Agreement:

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 (i)             “ Free
Writing Prospectus ” means and includes any information relating to the Notes disseminated by the Depositor or any Underwriter
that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Securities Act including the Ratings
Free Writing Prospectus.

 (ii)            “ Issuer
Information ” means the information contained in the Preliminary Prospectus (other than Underwriters’ Information), the
Ratings Free Writing Prospectus and the Underwriter Free Writing Prospectus (solely limited to (A) information included in the Preliminary
Prospectus and (B) Pre-pricing and Pricing Information).

 (iii)           “ Underwriter
Free Writing Prospectus ” means a Free Writing Prospectus prepared by or on behalf of an Underwriter.

 (iv)           “ Pre-pricing
and Pricing Information ” means the information in an Underwriter Free Writing Prospectus consisting of (A) the underwriting
syndicate, syndicate structure and status of the subscriptions for each class of Underwritten Notes (both for the issuance as a whole
and for each Underwriter’s specific retention), (B) weighted average lives, ratings, expected maturities and/or payment windows,
benchmarks and legal finals for each class of Notes, (C) expected or actual pricing parameters for each class of Notes, (D) expected
settlement and non offered notes and (E) CUSIP numbers, ERISA eligibility, pricing prepayment speed and clean up call.

 (b)            The
Depositor will not disseminate to any potential investor any information relating to the Underwritten Notes that constitutes a “written
communication” (including any “free writing prospectus”, each as defined in Rule 405 under the Securities Act),
other than the Preliminary Prospectus, the Prospectus and the Road Show Material unless the Depositor has obtained the prior consent of
the Representative.

 (c)             Neither
the Depositor nor any Underwriter shall disseminate or file with the Commission any information relating to the Underwritten Notes in
reliance on Rule 167 or 426 under the Securities Act, nor shall the Seller or any Underwriter disseminate any Free Writing Prospectus
“in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d) under
the Securities Act.

 (d)             Each
Free Writing Prospectus shall bear the following legend, or a substantially similar legend that complies with Rule 433 under the
Securities Act:

 The Depositor has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read
the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about
the depositor, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you
request it by calling toll-free 1-800-831-9146 or emailing prospectus@citi.com.

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 (e)             In
the event that the Depositor or HCA becomes aware that, as of the Applicable Date, any Preliminary Prospectus contains or contained any
untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein,
in light of the circumstances under which they were made, not misleading (a “Defective Prospectus”), such entity shall promptly
notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Depositor shall, if
requested by the Underwriters, prepare and deliver to the Underwriters a Corrected Prospectus.

 (f)             Each
Underwriter, severally and not jointly, represents, warrants, covenants and agrees with the Depositor that:

 (i)             It
has not provided and will not provide to any potential investor any information that would constitute “written communication”
(as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten
Notes, including, but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of
Regulation AB under the Securities Act; other than that contained in one or more of (a) an Underwriter Free Writing Prospectus (consisting
of information limited to (1) information included in the previously filed Preliminary Prospectus, (2) Pre-pricing and Pricing
Information, (3) Intex .cdi files and (4) information customarily included in confirmations of sales of securities and notices
of allocations), (b) the Preliminary Prospectus, (c) the Prospectus, (d) the Road Show Materials and (e) information
delivered in compliance with Rule 134 of the Securities Act.

 (ii)            In
disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations,
including but not limited to Rules 164 and 433 under the Securities Act and the requirements thereunder for filing and retention
of Free Writing Prospectuses, including retaining any Free Writing Prospectuses they have used but which are not required to be filed
for the required period.

 (iii)           Prior
to entering into any Contract of Sale, the applicable Underwriter shall convey the Time of Sale Information to the prospective investor.
The Underwriter shall maintain sufficient records to document its conveyance of the Time of Sale Information to the potential investor
prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

 (iv)           If
a Defective Prospectus has been corrected with a Corrected Prospectus delivered to such Underwriter, it shall (A) deliver the Corrected
Prospectus to each investor with whom it entered into a Contract of Sale and that received the Defective Prospectus from it prior to entering
into a new Contract of Sale with such investor, (B) notify such investor in a prominent fashion that the prior Contract of Sale with
the investor, if any, has been terminated and of the investor’s rights as a result of such agreement and (C) provide such investor
with an opportunity to affirmatively agree to purchase the Underwritten Notes on the terms described in the Corrected Prospectus.

 - 14 -

 (v)            It
has not engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange
Act) with respect to the transaction contemplated by this Agreement.

 (g)             Each
Underwriter, severally and not jointly, shall deliver to the Depositor, not less than one business day prior to the required date of filing
thereof, all information included in an Underwriter Free Writing Prospectus required to be filed with the Commission under the Securities
Act.

 (h)             In
the event that any Underwriter shall incur any costs to any investor in connection with the reformation of the Contract of Sale with such
investor that received a Defective Prospectus (except to the extent the Defective Prospectus results solely from statements or omissions
made in reliance upon and in conformity with the Underwriters’ Information), the Depositor and HCA jointly and severally agree to
reimburse such Underwriter for such costs. In the event the Depositor or HCA shall incur any costs in connection with a Defective Prospectus
(to the extent the Defective Prospectus results solely from statements or omissions made in reliance upon and in conformity with the Underwriters’
Information), the Underwriters shall severally and not jointly reimburse the Depositor or HCA, as applicable, for such costs.

 (i)              Each
Underwriter, severally and not jointly, (A) represents to the Depositor and HCA that it has not provided, as of the date of this
Agreement, and covenants with the Depositor and HCA that it will not provide, on or prior to the Closing Date, to any Rating Agency or
other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written
or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents
or any other information, for the purpose of determining an initial credit rating for the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)),
without the prior consent of the Depositor or HCA, and (B) covenants with the Depositor and HCA that it will not provide to any Rating
Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information,
written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic
Documents or any other information, for the purpose of undertaking credit rating surveillance on the Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)),
without the prior consent of the Depositor or HCA.

 SECTION 7.            Payment
of Expenses . HCA will pay all expenses incident to the transactions contemplated by this Agreement, whether or not the transactions
contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (a) the preparation,
printing and distribution of the Registration Statement, the Preliminary Prospectus and the Prospectus and each amendment or supplement
thereto and delivery of copies thereof to the Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance
and delivery of the Underwritten Notes to the Underwriters (or any appointed clearing organizations), (d) the fees and disbursements
of HCA’s and the Depositor’s accountants, (e) the qualification of the Underwritten Notes under state securities laws
including filing fees and the fees and disbursements of counsel to the Underwriters in connection therewith and in connection with the
preparation of any Blue Sky survey (including the printing and delivery thereof to the Underwriters), (f) any fees charged by rating
agencies for the rating (or consideration of the rating) of the Underwritten Notes, (g) the fees and expenses of the Asset Representations
Reviewer, (h) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (i) the
fees and disbursements of the Indenture Trustee and its counsel, if any, (j) the fees and disbursements of the Owner Trustee and
its counsel, if any, (k) the fees and expenses of Richards, Layton & Finger, P.A., Delaware counsel to the Trust, (l) the
reasonable fees and expenses of HCA’s and the Depositor’s counsel and (m) any costs reimbursed to the Underwriters under
Section 6(h) above. To the extent that the transactions contemplated by this agreement are consummated, HCA shall only pay the
fees and expenses described in clauses (a) through (m). Neither HCA nor the Depositor is responsible for any out -of-pocket expenses
of the Representative or the Underwriters in connection with the offering of the Underwritten Notes. Notwithstanding the foregoing, if
for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated (other than (i) as a result of any Underwriter’s
breach under Section 6(i) of this Agreement and (ii) pursuant to Section 11 hereof), HCA will reimburse the Representative
and the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Representative and
the Underwriters) incurred by them in connection with the offering of the Underwritten Notes.

 - 15 -

 SECTION 8.            Conditions
of the Obligations of the Underwriters . The several obligations of the Underwriters to purchase and pay for the Underwritten Notes
will be subject to the accuracy of the representations and warranties made herein, to the accuracy of the statements of officers made
pursuant hereto, to the performance by the Depositor and HCA of their obligations hereunder, and to the following additional conditions
precedent:

 (a)             On
the Closing Date, each of the Transaction Documents, the Notes and the Certificates shall have been duly authorized, executed and delivered
by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture
Trustee shall have received a fully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof. The
Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative.

 (b)             At
or before the Closing Date, Citigroup Global Markets Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Lloyds Securities
Inc. and RBC Capital Markets, LLC shall have received a letter, dated as of the date hereof, of KPMG LLP, independent certified public
accountants, substantially in the form of the draft to which the Representative has agreed previously and otherwise substantially in form
and substance reasonably satisfactory to the Underwriters and counsel to the Underwriters (and for the avoidance of any doubt, covering
any static pool data pursuant to Item 1105 of Regulation AB under the Securities Act included or incorporated by reference in the Preliminary
Prospectus or the Prospectus).

 (c)             The
Prospectus, the Preliminary Prospectus and each Free Writing Prospectus required to be filed with the Commission shall have been filed
with the Commission in accordance with the Securities Act and Section 5(a) hereof.

 (d)             Since
the respective dates as of which information is given in the Preliminary Prospectus, the Registration Statement and the Prospectus there
shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial
position, or results of operations of the Depositor, HCA, and their respective subsidiaries, otherwise than as set forth or contemplated
in the Preliminary Prospectus, the Registration Statement and the Prospectus, the effect of which, in the judgment of the Representative,
makes it impracticable or inadvisable to proceed with the offering or the delivery of the Underwritten Notes on the terms and in the manner
contemplated in this Agreement and in the Prospectus.

 - 16 -

 (e)             The
Representative shall have received an opinion of in-house counsel to the Depositor and HCA, addressed to the Representative, dated the
Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

 (i)             Each
of HCA and the Depositor has been duly formed and is validly existing as a corporation or limited liability company, as applicable, in
good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, and has the power and authority to
own its properties and to conduct its business as presently conducted, and to enter into and perform its obligations under this Agreement
and the Transaction Documents to which each is a party, and had at all relevant times, and now has, the power and authority to acquire,
own, sell and service the Receivables and the related Collateral.

 (ii)            Each
of this Agreement and each Transaction Document has been duly authorized, executed and delivered by the Depositor and HCA, as applicable.

 (iii)           Each
of the Depositor and HCA is duly qualified to do business and is in good standing, and has obtained all necessary licenses, in each jurisdiction
in which failure to so qualify or obtain such licenses would (a) render any Receivable unenforceable by the Depositor or the Indenture
Trustee on behalf of any Noteholder, except with respect to any such failure that would not materially and adversely affect the Issuer
or the Noteholders or (b) have a material adverse effect upon its business or the ownership of its property.

 (iv)           Neither:
(A) the transfer of the Receivables from HCA to the Depositor pursuant to the Receivables Purchase Agreement, (B) the transfer
of the Receivables from the Depositor to the Trust pursuant to the Sale and Servicing Agreement, (C) the execution and delivery of
this Agreement and the Transaction Documents to which it is a party by HCA, (D) the execution and delivery of this Agreement and
the Transaction Documents to which it is a party by the Depositor, (E) the consummation of any transactions contemplated in this
Agreement or the Transaction Documents, nor (F) the fulfillment of the terms of this Agreement, the Transaction Documents or the
Notes by HCA or the Depositor, as the case may be, will (1) conflict with, or result in a breach, violation or acceleration of, or
constitute a default under, any term or provision of the articles of incorporation or by-laws of HCA or limited liability company agreement
of the Depositor, or to the best of such counsel’s knowledge after due inquiry, of any indenture or other agreement or instrument
to which either of them is a party or by which any of them or their respective property is bound, or (2) result in a violation, or
contravene the terms, of any statute, order or regulation applicable to either of them of any court, regulatory body, administrative agency
or governmental body having jurisdiction over HCA or the Depositor, in each case that would materially and adversely affect the ability
of the Depositor or HCA to perform its obligations under this Agreement or the Transaction Documents to which it is a party.

 - 17 -

 (v)            To
the best of such counsel’s knowledge after due inquiry, there are no proceedings or investigations pending or threatened against
the Depositor or HCA before any court, administrative agency or other tribunal: (A) asserting the invalidity or unenforceability
of this Agreement or the Transaction Documents, (B) seeking to prevent the consummation of any of the transactions contemplated by
this Agreement or the Transaction Documents, or the execution and delivery thereof, or (C) seeking any determination or ruling that
could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under this Agreement
or the Transaction Documents to which it is a party.

 (vi)           The
direction by the Trust to the Indenture Trustee to authenticate the Notes has been duly authorized by HCA, acting as the administrator
of the Trust under the Administration Agreement.

 (vii)          No
authorization, consent, approval or other action by, and notice for, or filing with, any governmental authority or regulatory body of
the State of California is required to the execution, delivery and performance by HCA or the Depositor of the Transaction Documents to
which it is a party.

 Such opinion may contain such
assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction
other than the federal law of the United States of America, the corporate laws of the State of Delaware and the laws of the State of California.

 (f)             The
Representative shall have received an opinion of Mayer Brown LLP, special counsel to the Depositor, HCA and the Trust, addressed to the
Representative, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to
the effect that:

 (i)             Each
of the Transaction Documents to which the Depositor (other than this Agreement and the Trust Agreement as to which no opinion shall be
expressed), the Trust and HCA is a party has been duly executed and delivered by and on behalf of such party and constitutes a valid and
binding obligation of such Company, enforceable against such party in accordance with its terms.

 (ii)            The
execution and delivery by each of HCA, the Depositor and the Trust of the Transaction Documents and this Agreement to which it is a party,
and the consummation by each of the transactions contemplated thereby, will not violate any applicable statutory law or governmental rule or
regulation.

 (iii)           The
execution and delivery by each of HCA, the Depositor and the Trust of the Transaction Documents and this Agreement to which it is a party
does not, and the consummation by each of HCA, the Seller and the Trust of the transactions contemplated thereby to occur on the date
of this opinion will not, require any consent, authorization or approval of, the giving of notice to or registration with any governmental
entity, except such as may have been made and such as may be required under the Federal securities laws, the blue sky laws of any jurisdiction
or the Uniform Commercial Code of any state; provided that such counsel expresses no opinion with respect to any orders, consents, permits,
approvals, filings or licenses related to the authority to sell motor vehicles, originate retail installment sale contracts or service
retail installment sale contracts or as may be required by any regional or local government authority or under any foreign or state securities
law.

 - 18 -

 (iv)           Each
of the Underwritten Notes is in due and proper form, and when duly executed, authenticated and delivered as specified in the Indenture,
and delivered against payment of the consideration specified in this Agreement, each of the Underwritten Notes will be validly issued
and outstanding, will constitute the legal, valid and binding obligation of the Trust, enforceable against the Trust in accordance with
its terms, and will be entitled to the benefits of the Indenture.

 (v)            The
Indenture has been duly qualified under the Trust Indenture Act and complies as to form with the Trust Indenture Act and the rules and
regulations of the Commission thereunder.

 (vi)           The
Trust Agreement is not required to be qualified under the Trust Indenture Act.

 (vii)          The
Registration Statement, as of its Effective Date, and the Prospectus, as of the date of the Prospectus, appears on its face to comply
in all material respects with the requirements of the Act and the rules and regulations under the Act, except that (i) such
counsel expresses no opinion as to (A) the financial and statistical data included therein or excluded therefrom, (B) any other
documents or information incorporated by reference into the Registration Statement or the Prospectus, (C) any exhibits to the Registration
Statement and (D) compliance by the Seller or any affiliate of the Seller and each issuing entity previously established directly
or indirectly, by the Seller or any affiliate of the Seller with the registrant requirements set forth in General Instruction I.A.2 of
Form SF-3 as of any required date, and (ii) except as and to the extent set forth in (ix) below, such counsel does not
assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Preliminary
Prospectus or the Prospectus.

 (viii)         The
Registration Statement is effective under the Act, and the Prospectus has been filed with the Commission pursuant to Rule 424(b) under
the Act in the manner and within the time period required by Rule 424(b). To the best of our knowledge, no stop order suspending
the effectiveness of the Registration Statement and no proceedings for that purpose have been instituted.

 (ix)            The
statements in the Preliminary Prospectus and the Prospectus under the headings “SUMMARY OF TERMS – CERTAIN CONSIDERATIONS
FOR BENEFITS PLANS” AND “ Certain Considerations for ERISA and Other U.S. Employee
Benefit Plans ” to the extent they constitute matters of federal law or legal conclusions with respect thereto, have been
reviewed by such counsel and are correct in all material respects.

 - 19 -

 (x)             The
Trust and the Seller are not now, and immediately following the issuance of the Notes pursuant to the Indenture will not be, required
to be registered under the Investment Company Act and the Trust relies on an exclusion or exemption from the definition of “investment
company” under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7
under the Investment Company Act, although there may be additional exclusions or exemptions available to the Trust.

 (xi)           The
Trust is not a “covered fund” as defined in the Volcker Rule.

 Such opinion may contain such
assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction
other than the federal law of the United States of America, the Uniform Commercial Code of the State of Delaware, the Uniform Commercial
Code of the State of California, and the laws of the State of New York.

 (g)            The
Representative shall have received an opinion of Mayer Brown LLP, counsel to the Depositor, HCA and the Trust, addressed to the Representative,
dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

 (i)             In
a properly presented and argued case in a proceeding under Title 11 of the United States Code, 11 U. S. C. §101 et seq . (the
“Bankruptcy Code”) in which HCA is the debtor, the bankruptcy court would not, under applicable federal bankruptcy law, apply
the doctrine of substantive consolidation to consolidate the assets and liabilities of the Depositor with the assets and liabilities of
HCA.

 (ii)            In
a properly presented and argued case in a proceeding under the Bankruptcy Code, in which HCA is the debtor, the bankruptcy court would
determine that, with respect to the sale of the Receivables from HCA to the Depositor, such sale was a “true sale.”

 (iii)           If
HCA were to become a debtor in a case under the Bankruptcy Code, a federal bankruptcy court would hold that (A) the Receivables sold
to the Depositor are not property of the estate of HCA under Section 541 of the Bankruptcy Code and (B) the automatic stay arising
pursuant to Section 362 of the Bankruptcy Code would not operate to stay payments by HCA of collections on the Receivables in accordance
with the Transaction Agreements.

 Such opinion may contain such
assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction
other than the federal law of the United States of America, the laws of the State of California, and the laws of the State of New York.

 - 20 -

 (h)             The
Underwriters shall have received a letter of Mayer Brown LLP, counsel to the Depositor, HCA and the Trust, addressed to the Underwriters,
dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel to the Underwriters, to the effect that
such counsel has reviewed the Time of Sale Information, the Registration Statement and the Prospectus and participated in conferences
with officers and other representatives of HCA and the Depositor, representatives of the independent public accountants for HCA and the
Depositor and your representatives and counsel, at which the contents of the Time of Sale Information, the Registration Statement, the
Prospectus and related matters were discussed and, although such counsel does not establish or confirm factual matters set forth in the
Time of Sale Information, the Registration Statement and the Prospectus, and has not undertaken any obligation to verify independently
any of the factual matters set forth in the Time of Sale Information, the Registration Statement and the Prospectus and although many
of the determinations required to be made in the preparation of the Time of Sale Information, the Registration Statement and the Prospectus
involve matters of a non-legal nature, such counsel confirms that, on the basis of the information gained in the course of performing
these services, nothing came to their attention that caused them to believe that the Registration Statement, at the Effective Date, contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or that the Time of Sale Information, as of the Applicable Date, considered together with the statements in the
Prospectus with respect to blanks related to pricing and price-dependent information in the Time of Sale Information, included or includes
an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading, or that the Prospectus, as of its date or as of the Closing
Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that such counsel
does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Time of Sale Information,
the Registration Statement and the Prospectus (except, to the extent set forth in paragraph II.I of such counsel’s opinion, to be
delivered on the Closing Date, with respect to certain corporate matters); provided, further, that such letter need not address any Road
Show Materials included in the Time of Sale Information. In addition, such counsel does not express any belief with respect to the financial
statements or other financial, statistical or accounting data contained in or omitted from the Registration Statement, the Time of Sale
Information or the Prospectus.

 Such letter may provide that
it is being furnished only to the Underwriters, is solely for their benefit as Underwriters of the Underwritten Notes, and is not to be
used, quoted, relied upon or otherwise referred to by any other person (including any direct or indirect purchaser or owner of any of
the Underwritten Notes, or any other person claiming by or through any such purchaser or owner, for any purpose or in any circumstance)
or for any other purpose without such counsel’s prior written consent.

 Such opinion may contain such
assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction
other than the federal law of the United States of America and the laws of the State of New York.

 - 21 -

 (i)              Mayer
Brown LLP, in its capacity as counsel for HCA and the Depositor, shall have delivered one or more opinions satisfactory in form and substance
to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Representative, subject to certain
considerations set forth therein, substantially to the effect that:

 (i)             The
provisions of the Receivables Purchase Agreement are effective under the UCC as in effect in the State of New York (the “New York
UCC”) to create in favor of the Depositor a security interest in HCA’s rights in the collateral described in Section 2.01(a) or
Section 2.01(d), as applicable, of the Receivables Purchase Agreement (the “RPA Assets”) and in any identifiable proceeds
thereof (collectively, the “HCA Collateral”). (Such counsel notes that a “security interest” as defined in Section 1-201(b)(35)
of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles and promissory notes and such counsel
references their other opinion dated the Closing Date with respect to whether the security interest of the Depositor should be characterized
as an ownership interest or solely as a collateral interest held to secure a loan made to HCA).

 (ii)            The
provisions of the Sale and Servicing Agreement are effective under the New York UCC to create in favor of the Trust a security interest
in the Depositor’s rights in the collateral described in Section 2.01 of the Sale and Servicing Agreement (the “SSA Assets”)
and in any identifiable proceeds thereof (the “Depositor Collateral”). (Such counsel notes that a “security interest”
as defined in Section 1-201(b)(35) of the New York UCC includes the interests of a buyer of accounts, chattel paper, payment intangibles
and promissory notes and such counsel expresses no opinion as to whether the security interest of the Trust would be characterized as
an ownership interest or solely as a collateral interest held to secure a loan made to the Depositor).

 (iii)           The
provisions of the Indenture are effective under the New York UCC to create in favor of the Indenture Trustee a security interest in the
Trust’s rights in that portion of the collateral described in the granting clause of the Indenture (the “Indenture Collateral”)
and in any identifiable proceeds thereof. Such counsel expresses no opinion as to whether the security interest of the Indenture Trustee
would be characterized as an ownership interest or solely as a collateral interest held to secure a loan made to the Depositor.

 (iv)           Under
the New York UCC (including the choice of laws provisions thereof) while a debtor is “located” in a jurisdiction the local
law of that jurisdiction governs the perfection by the filing of a financing statement of a security interest in personal property that
is accounts, chattel paper, payment intangibles or instruments. Under the New York UCC (including the choice of laws provisions thereof):

 (1) HCA is “located” in California and the local law of that state governs perfection by the filing
of financing statements of a nonpossessory security interest in HCA’s rights in the HCA Collateral by the filing of financing statements.

 - 22 -

 (2) The Depositor is “located” in Delaware and the local law of that state governs perfection
of a nonpossessory security interest in Depositor’s rights in the Depositor Collateral by the filing of financing statements.

 (3) The Trust is “located” in Delaware and the local law of that state governs perfection of a
nonpossessory security interest in the Trust’s rights in the Indenture Collateral by the filing of financing statements.

 (v)            When
the HCA Financing Statement is filed (within the meaning of Section 9-516 of the UCC as in effect in the State of California (the
“California UCC”)) in the California filing office specified in such opinion (the “California Search Office”),
under the provisions of the California UCC, the Depositor’s security interest in the HCA Collateral, and in identifiable cash proceeds
thereof, will be perfected.

 (vi)           When
the Depositor Financing Statement is filed (within the meaning of Section 9-516 of the UCC as in effect in the State of Delaware
(the “Delaware UCC”)) in the Delaware filing office specified in such opinion (the “Delaware Search Office”),
under the provisions of the Delaware UCC, the Trust’s security interest in the Depositor Collateral will be perfected.

 (vii)          When
the Issuer Financing Statement is filed (within the meaning of Section 9-516 of the Delaware UCC in the Delaware Search Office),
under the provisions of the Delaware UCC, the Trust’s security interest in the Indenture Collateral will be perfected.

 Under the New York UCC, except as provided
in the next sentence, the local law of each of HCA’s, the Depositor’s or the Trust’s (each, a “Transferring Party”),
as applicable, location (as set forth in clause (iv) above) will govern the perfection and the priority of a nonpossessory security
interest in such Transferring Party’s rights in the HCA Collateral, the Depositor Collateral or Indenture Collateral, as applicable
that is perfected by the filing of a financing statement. To the extent that any of the HCA Collateral, the Depositor Collateral or Indenture
Collateral is or becomes evidenced by instruments, tangible chattel paper or any other property in which a security interest may be perfected
by taking possession, the local law of the jurisdiction where such property is located will govern, the effect of perfection or nonperfection,
and the priority of both a possessory and a nonpossessory security interest in such property.

 (viii)        The
Search Reports were requested using the names of each Transferring Party. Such counsel has reviewed the Search Reports (as defined in
such opinion and each as of the dates set forth therein) and, except for the financing statements naming specified parties as the secured
parties, such Search Reports identify no secured party who has filed with the Search Offices a financing statement naming a Transferring
Party as a debtor or seller and indicating the HCA Collateral, the Seller Collateral or the Collateral, as applicable, as collateral.
Accordingly,

 - 23 -

 (1) under Article 9 of the applicable UCC and based solely on such counsel’s review of the Search
Reports, upon the filing of the HCA Financing Statement in the California Search Office, the Depositor’s perfected security interest
in the HCA Collateral will be prior to any other security interest granted by HCA that is perfected solely by the filing of financing
statements in the State of California or the California Search Office;

 (2) under Article 9 of the applicable UCC and based solely on such counsel’s review of the Search
Reports, upon the filing of the Depositor Financing Statement in the Delaware Search Office, the Trust’s perfected security interest
in the Depositor Collateral will be prior to any other security interest granted by the Depositor that is perfected solely by the filing
of financing statements in the State of Delaware or the Delaware Search Office; and

 (3) under Article 9 of the applicable UCC and based solely on such counsel’s review of the Search
Reports, assuming the Indenture Trustee’s security interest is perfected by the filing in the Delaware Search Office of a properly
prepared financing statement (as to which we express no opinion), such perfected security interest in the Indenture Collateral will be
prior to any other security interest granted by the Trust that is perfected solely by the filing of financing statements in the State
of Delaware or the Delaware Search Office.

 (ix)           Pursuant
to (a) Sections 9-301 through 9-307 of the NY UCC and Section 9-705(c) of the UCC in effect as of the Closing Date in
each Transferring Party’s “location” as set forth in paragraph D above, the Search Offices constitute all of the filing
offices in which searches must be made of financing statements naming the applicable Transferring Party as debtor or seller to determine
whether a security interest in the HCA Collateral, Depositor Collateral or Indenture Collateral, as applicable, has been perfected by
filing.

 (x)             Pursuant
to Section 9-305(a)(3) of the New York UCC, the local law of a securities intermediary’s jurisdiction governs perfection
of a security interest by a method other than the filing of a financing statement in a securities account maintained by such securities
intermediary and the security entitlements to financial assets credited thereto. With respect to the Reserve Account maintained with the
Securities Intermediary pursuant to the Control Agreement, when the Securities Intermediary indicates by book entry that a financial asset
has been credited to the Reserve Account, a security entitlement will exist with respect to such financial asset. Assuming that (a) the
State of New York is the Securities Intermediary’s jurisdiction for purposes of the applicable UCC, (b) the Reserve Account
is a securities account maintained by the Securities Intermediary for the Indenture Trustee, and (c) the Securities Intermediary
has agreed to treat the Indenture Trustee as the sole person entitled to exercise the rights that comprise any financial assets credited
to the Reserve Account, the Indenture Trustee’s security interest in the Trust’s rights in the Reserve Account and in security
entitlements to financial assets credited thereto, is perfected by “control” within the meaning of Section 9-106 of the
New York UCC. Such security interest of the Indenture Trustee in the Reserve Account and the security entitlements to financial assets
carried in the Reserve Account is prior to any other security interest therein under the New York UCC that is perfected by a method other
than “control”.

 - 24 -

 Such opinion may contain such
assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction
other than the federal law of the United States of America and the laws of the State of New York.

 (j)              Mayer
Brown LLP, in its capacity as Federal tax counsel for the Depositor and the Trust, shall have delivered an opinion satisfactory in form
and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Representative, to the
effect that, for United States federal income tax purposes: (A) (i) the Notes (other than Notes (or interests therein)), if
any, owned by (a) the Trust or a person considered to be the same person as the Trust for United States federal income tax purposes,
(b) a member of an expanded group (as defined in Treasury Regulation section 1.385-1(c)(4) or any successor regulation then
in effect) that includes the Trust (or a person considered to be the same person as the Trust for United States federal income tax purposes),
(c) a “controlled partnership” (as defined in Treasury Regulation section 1.385-1(c)(1) of such expanded group or
(d) a disregarded entity owned directly or indirectly by a person described in preceding clause (b) or (c)) will be treated
as indebtedness and (ii) the Trust will not be treated as an association taxable as a corporation or as a publicly traded partnership
taxable as a corporation; and (B) based on the facts and assumptions and subject to the limitations set forth in the Prospectus,
the statements in the Prospectus, as of the date of the Prospectus and as of the Closing Date, and the Preliminary Prospectus, as of the
Applicable Date and as of the Closing Date, under the headings “SUMMARY OF TERMS—TAX STATUS” and “MATERIAL UNITED
STATES FEDERAL INCOME TAX CONSEQUENCES,” to the extent such statements constitute matters of law or legal conclusions, are correct
in all material respects.

 (k)             The
Representative shall have received an opinion, addressed to the Representative, of Dentons US LLP, counsel to the Indenture Trustee, dated
the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

 (i)             The
Indenture Trustee, based upon a certificate of corporate existence issued by the Comptroller of the Currency, is validly existing as a
banking association in good standing under the laws of the United States, and has the requisite entity power and authority to execute
and deliver each Transaction Document to which it is a party and to perform its obligations thereunder.

 - 25 -

 (ii)            Each
of the Transaction Documents to which the Indenture Trustee is a party has been duly authorized by all requisite action, executed and
delivered by the Indenture Trustee.

 (iii)           Each
of the Transaction Documents to which the Indenture Trustee is a party, assuming (unless opined to therein) the necessary entity power
and authority, authorization, execution, authentication, payment and delivery of and by each party thereto, is a valid and legally binding
agreement under the laws of the State of New York, enforceable thereunder in accordance with its terms against the Indenture Trustee.

 (iv)           With
respect to the Indenture Trustee, the performance of its obligations under each of the Transaction Documents to which it is a party and
the consummation of the transactions contemplated thereby do not require any consent, approval, authorization or order of, filing with
or notice to any United States federal or State of New York court, agency or other governmental body under any United States federal
or State of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Transaction Documents,
except as such may be required under the securities laws of any State of the United States or such as have been obtained, effected or
given.

 (v)            With
respect to the Indenture Trustee, the performance of its obligations under each of the Transaction Documents to which it is party and
the consummation of the transactions contemplated thereby will not result in any breach or violation of any United States federal or State
of New York statute or regulation that is normally applicable to transactions of the type contemplated by the Transaction Documents.

 (vi)          The
Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the Indenture.

 (l)             The
Representative shall have received an opinion addressed to the Representative, of Richards, Layton & Finger, P.A., counsel to
the Owner Trustee, dated the Closing Date and satisfactory in form and substance to the Representative and counsel to the Underwriters,
to the effect that:

 (i)             The
Owner Trustee is duly formed and validly existing as a national banking association under the federal laws of the United States of America
and has the power and authority to execute, deliver and perform the Trust Agreement.

 (ii)            The
Owner Trustee has the full corporate trust power to accept the office of trustee under the Trust Agreement and to enter into and perform
its obligations under the Trust Agreement.

 (iii)           The
execution and delivery of the Trust Agreement and the performance by the Owner Trustee of its obligations under the Trust Agreement have
been duly authorized by all necessary action of the Owner Trustee.

 (iv)           The
execution and delivery by the Owner Trustee of the Trust Agreement does not require any consent, approval or authorization of, or any
registration or filing with Delaware or United States Federal governmental authority.

 - 26 -

 (v)            The
Owner Trustee has duly authorized, executed and delivered the Trust Agreement and on behalf of the Trust, the Owner Trustee has duly
executed and delivered the Transaction Documents to which the Trust is a party.

 (vi)           The
Notes and the Certificates have been duly executed and delivered by the Owner Trustee, on behalf of the Trust.

 (m)            The
Representative shall have received an opinion or opinions addressed to the Representative, of Richards, Layton & Finger, P.A.,
special Delaware counsel for the Trust, dated the Closing Date and satisfactory in form and substance to the Representative and counsel
to the Underwriters, to the effect that:

 (i)             The
Trust Agreement constitutes the legal, valid and binding obligation of the Owner Trustee and the Depositor enforceable against the Owner
Trustee and the Depositor in accordance with its terms subject to (i) applicable bankruptcy, insolvency, moratorium, receivership,
reorganization, fraudulent conveyance and similar laws relating to and affecting the rights and remedies of creditors generally, and (ii) principles
of equity (regardless of whether considered and applied in a proceeding in equity or at law).

 (ii)            The
Trust has been duly formed and is validly existing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801,
 et seq . (the “Statutory Trust Act”) and has the power and authority under the Trust Agreement and the Statutory Trust
Act to execute, deliver and perform its obligations under the Transaction Documents to which the Trust is a party.

 (iii)           The
Transaction Documents to which the Trust is a party have been duly authorized, executed and delivered by the Trust.

 (iv)           To
the extent that Article 9 of the Delaware UCC is applicable (without regard to conflict of laws principles), upon the filing of the
Financing Statement with the Division, the Indenture Trustee will have a perfected security interest in the Trust’s rights in that
portion of the Collateral (as defined in the Indenture) described in the Financing Statement that may be perfected by the filing of a
UCC financing statement with the Division (the “Filing Collateral”) and the proceeds (as defined in Section 9-102(a)(64)
of the Delaware UCC) thereof.

 (v)            The
Search Report sets forth the correct filing office and the correct debtor name that are necessary to identify those persons, under the
Delaware UCC, who have on file financing statements against the Trust covering the Filing Collateral as of the Effective Time. The Search
Report identifies no secured party who has filed with the Division a financing statement naming the Trust as debtor and describing the
Filing Collateral prior to the Effective Time.

 (vi)           Assuming
for federal income tax purposes that the Trust will not be classified as an association or a publicly traded partnership taxable as a
corporation, and that the Underwritten Notes will be characterized as indebtedness for federal income tax purposes, then the Trust will
not be subject to any franchise or income tax under the laws of the State of Delaware, and the Underwritten Notes will also be characterized
as indebtedness for Delaware tax purposes.

 - 27 -

 (vii)          Under
§ 3805(c) of the Statutory Trust Act, the Trust is a separate legal entity and, assuming that the Sale and Servicing Agreement
conveys good title to the Trust property to the Trust as a true sale and not as a security arrangement, the Trust rather than the holders
of the Certificates will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sale and
Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of
the Trust property.

 (viii)        Under
§ 3805(b) of the Statutory Trust Act, no creditor of any Certificateholder shall have any right to obtain possession of, or
otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the
Trust Agreement.

 (ix)           Under
§ 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by any holder of Certificates,
and the dissolution, termination or bankruptcy of any holders of Certificates shall not result in the termination or dissolution of the
Trust, except to the extent otherwise provided in the Trust Agreement.

 (x)             The
execution, delivery and performance by the Owner Trustee of the Trust Agreement and, on behalf of the Trust, the Transaction Documents
to which the Trust is a party, do not require any consent, approval or authorization of, or any registration or filing with, any governmental
authority of the State of Delaware, except for the filing of the Certificate of Trust with the Secretary of State.

 (xi)            Neither
the consummation by the Owner Trustee of the transactions contemplated in the Trust Agreement or, on behalf of the Trust, the transactions
contemplated in the Transaction Documents to which the Trust is a party nor the fulfillment of the terms thereof by the Owner Trustee
will conflict with or result in a breach or violation of any law of the State of Delaware.

 Such opinion may contain such
assumptions, qualifications and limitations as are usual and customary in opinions of this type and are reasonably acceptable to counsel
to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction
other than the laws of the State of Delaware. Capitalized terms used in the above opinion paragraphs and not otherwise defined in this
Agreement will have the meanings ascribed to such terms in the relevant opinion.

 (n)             The
Representative shall have received from Morgan, Lewis & Bockius LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date, with respect to such matters as the Representative may require, and the Depositor and HCA shall have furnished
to such counsel such documents as it may reasonably request for the purpose of enabling it to pass upon such matters.

 (o)             The
Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed
to the Representative, dated the Closing Date, to the effect that the Representative and the Underwriters may rely on each such opinion
to the same extent as though such opinion was addressed to each as of its date.

 - 28 -

 (p)             The
Representative shall have received certificates dated the Closing Date of any one of the President, Chief Financial Officer, any Vice
President, the Controller or the Treasurer of the Depositor and HCA in which such officer shall state that: (A) the representations
and warranties made by such entity contained in the Transaction Documents and this Agreement are true and correct, that such party has
complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements on or before
the Closing Date, (B) since the date of this Agreement there has not occurred any material adverse change, or any development involving
a prospective material adverse change, in or affecting the condition, financial or otherwise, or in the earnings, business or operations
of the Trust, the Depositor or HCA except as disclosed to the Representative in writing, and (C) there are no actions, proceedings
or investigations to which the Depositor or HCA is a party or that are threatened before any court, administrative agency or other tribunal
having jurisdiction over HCA or the Depositor, (i) that are required to be disclosed in the Registration Statement, (ii) asserting
the invalidity of this Agreement, any Transaction Document or the Notes, (iii) seeking to prevent the issuance of the Notes or the
consummation of any of the transactions contemplated by this Agreement or the Transaction Documents, (iv) which could reasonably
be expected to materially and adversely affect the performance by the Depositor or HCA of its obligations under, or the validity or enforceability
of, this Agreement, any Transaction Document or the Notes or (v) seeking adversely to affect the federal income tax attributes of
the Notes as described in the Prospectus or the Preliminary Prospectus under the headings “MATERIAL UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES.”

 (q)             The
Representative shall have received evidence satisfactory to the Representative and counsel to the Underwriters that, on or before the
Closing Date, UCC-1 financing statements, have been or are being filed in all applicable governmental offices reflecting (A) the
transfer of the interest of HCA in the Receivables, and the proceeds thereof to the Depositor pursuant to the Receivables Purchase Agreement,
(B) the transfer of the interest of the Depositor in the Receivables Purchase Agreement, the Receivables, and the proceeds thereof
to the Trust pursuant to the Sale and Servicing Agreement, and (C) the grant by the Trust to the Indenture Trustee under the Indenture
of a security interest in the interest of the Trust in the Receivables Purchase Agreement, the Receivables, the Collateral and the proceeds
thereof.

 (r)             The
Representative shall have received evidence of ratings letters that assign the ratings to the Notes specified in the Ratings Free Writing
Prospectus.

 (s)             The
Representative shall have received, from each of HCA and the Depositor, a certificate executed by a secretary or assistant secretary thereof
to which shall be attached certified copies of the: (i) charter, (ii) by-laws, (iii) applicable resolutions and (iv) designation
of incumbency of each such entity.

 (t)             The
Representative shall have received evidence of any required Lien releases to be filed or recorded (immediately following the Closing Date)
with respect to the Permitted Liens affecting the Receivables from all applicable creditors of HCA, in form and substance satisfactory
to the Representative and counsel to the Underwriters.

 - 29 -

 (u)            The
Representative shall have received from the Indenture Trustee, a certificate stating that any information contained in the Statement
of Eligibility and Qualification (Form T-1) filed with the Registration Statement, is true, accurate and complete.

 (v)            The
Representative shall have received an opinion of in-house counsel to the Asset Representations Reviewer, dated the Closing Date and satisfactory
in form and substance to the Representative and counsel for the Underwriters.

 (w)            All
representations and warranties made by or on behalf of HCA and the Depositor in the Transaction Documents to which each is a party are
true and correct as of the Closing Date.

 The Depositor will provide
or cause to be provided to the Representative conformed copies of such opinions, certificates, letters and documents as the Representative
or counsel to the Underwriters reasonably request.

 SECTION 9.            Termination .
This Agreement shall be subject to termination in the sole discretion of the Representative by notice to the Depositor given on or prior
to the Closing Date in the event that either the Depositor or HCA shall have failed, refused or been unable to perform all obligations
and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date,
(a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum or
maximum prices shall have been established by or on, as the case may be, the Securities and Exchange Commission or the New York Stock
Exchange; (b) trading of any securities of HCA or the Depositor shall have been suspended on any exchange or in any over-the-counter
market; (c) a general moratorium on commercial banking activities shall have been declared by either federal or New York State authorities;
(d) a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States
or with respect to Clearstream or Euroclear systems in Europe and, in the sole judgment of the Representative, the effect of any such
disruption makes it impractical or inadvisable to proceed with the offering or the delivery of the Underwritten Notes as contemplated
by the Prospectus, as amended as of the date hereof; (e) there shall have occurred (i) an outbreak or escalation of hostilities
between the United States and any foreign power, (ii) an outbreak or escalation of any other insurrection or armed conflict involving
the United States, or (iii) any other calamity or crisis or materially adverse change in general economic, political or financial
conditions having an effect on the U. S. financial markets and, in the sole judgment of the Representative, the effect of any such outbreak,
escalation, insurrection, conflict, calamity or crisis makes it impractical or inadvisable to proceed with the offering or the delivery
of the Underwritten Notes as contemplated by the Prospectus, as amended as of the date hereof; (f) any change in or affecting the
Receivables or particularly the business or properties of the Trust, the Depositor or HCA shall have occurred which, in the judgment of
the Representative, materially impairs the investment quality of the Underwritten Notes or makes it impractical or inadvisable to market
the Underwritten Notes; or (g) any downgrading in the rating of any debt securities of HCA, the Depositor, if any, by any “nationally
recognized statistical rating organization” within the meaning of the Exchange Act, or any public announcement that any such organization
has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating) shall have occurred. Termination of this Agreement pursuant to
this Section 9 shall be without liability of any party to any other party except for the liability of HCA in relation to expenses
as provided in Section 7 hereof, the indemnity provided in Section 10 hereof and any liability arising before or in relation
to such termination.

 - 30 -

 SECTION 10.          Indemnification
and Contribution .

 (a)             The
Depositor and HCA shall, jointly and severally, indemnify and hold harmless each Underwriter, the directors, officers, employees and agents
of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter
or such controlling person may become subject under the Securities Act or otherwise, to the extent such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon:

 (i)             any
untrue statement or alleged untrue statement made by the Depositor or HCA in Section 2 hereof,

 (ii)            any
untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, the Issuer
Information, the Road Show Material or the Prospectus or any amendment or supplement thereto or any Form ABS-15G (taken together
with the Time of Sale Information and the Prospectus) furnished to the Commission on EDGAR with respect to the transactions contemplated
by this Agreement, or

 (iii)           with
respect to the Registration Statement, the Issuer Information, the Road Show Material or the Prospectus or any amendment or supplement
thereto or any Form ABS-15G (taken together with the Time of Sale Information and the Prospectus) furnished to the Commission on
EDGAR with respect to the transactions contemplated by this Agreement, the omission or alleged omission to state a material fact required
to be stated therein or necessary to make the statements therein, not misleading,

 and will reimburse, as incurred, each such indemnified
party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, defending against or appearing
as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Depositor and
HCA will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Issuer Information,
the Road Show Material or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the Underwriters’
Information; provided, further, that the Depositor and HCA shall not be liable to any Underwriter or any of the directors, officers, employees
and agents of an Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act, with respect to any loss, claim, damage or liability that results from the fact that the Underwriter
sold Underwritten Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery
thereof was required, a copy of the Prospectus or the Prospectus as then amended or supplemented, whichever is most recent, if the Depositor
has previously furnished copies thereof to such Underwriter within a reasonable time period prior to such confirmation; provided, further,
that the foregoing indemnity with respect to the Issuer Information shall not inure to the benefit of an Underwriter (or to the benefit
of the person controlling such Underwriter) from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased
the Underwritten Notes if such untrue statement or omission or alleged untrue statement or omission made in such Issuer Information is
eliminated or remedied in a Corrected Prospectus delivered to such Underwriter prior to the Time of Sale of such Underwritten Notes to
such person and a copy of the Corrected Prospectus shall not have been furnished to such person at or prior to such Time of Sale; provided,
further, that such Underwriter shall have been given a reasonable amount of time to deliver such Corrected Prospectus to such person.
The indemnity provided for in this Section 10 shall be in addition to any liability which the Depositor and HCA may otherwise have.

 - 31 -

 (b)            Each
Underwriter, severally and not jointly, will indemnify and hold harmless each of the Depositor and HCA, each of its directors and officers
and each person, if any, who controls the Depositor or HCA within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act against any losses, claims, damages or liabilities to which the Depositor, HCA or any such director, officer or controlling
person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (A) any untrue statement or alleged untrue statement of any material fact contained
in the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or (B) the
omission or the alleged omission to state in the Preliminary Prospectus, any Free Writing Prospectus or the Prospectus (or any amendment
or supplement thereto) a material fact required to be stated therein or necessary to make the statements therein not misleading, in each
case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with the Underwriters’ Information and will reimburse, as incurred, any legal or other expenses
reasonably incurred by the Depositor, HCA or any such director, officer or controlling person in connection with investigating, defending
against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or any action in respect thereof.
The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be
available to any indemnified party at law or in equity.

 (c)             In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to paragraph (a) or (b) of this Section 10, such person (for purposes of this paragraph (c), the
“indemnified party”) shall, promptly after receipt by such party of notice of the commencement of such action, notify the
person against whom such indemnity may be sought (for purposes of this paragraph (c), the “indemnifying party”), but the omission
so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party under this Section 10.
In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which may be
counsel to such indemnifying party if otherwise reasonably acceptable to the indemnified party); provided, however, that if the defendants
in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf
of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such
action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election
so to assume the defense of any such action and approval by such indemnified party of counsel appointed to defend such action, the indemnifying
party will not be liable to such indemnified party under this Section 10 for any legal or other expenses, other than reasonable costs
of investigation, subsequently incurred by such indemnified party in connection with the defense thereof, unless (i) the indemnified
party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however,
that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel in each applicable local jurisdiction) in any one action or separate but substantially similar actions arising
out of the same general allegations or circumstances, designated in writing by the Representative in the case of paragraph (a) of
this Section 10, representing the indemnified parties under such paragraph (a) who are parties to such action or actions), (ii) the
indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party, (iii) the
use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest
or (iv) the indemnifying party has elected to assume the defense of such proceeding but has failed within a reasonable time to retain
counsel reasonably satisfactory to the indemnified parties. All fees and expenses reimbursed pursuant to this paragraph (c) shall
be reimbursed as they are incurred. After such notice from the indemnifying party to such indemnified party, the indemnifying party will
not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the consent of the
indemnifying party. No indemnifying party shall, without the written consent of the indemnified party, effect any settlement of any pending
or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnification could have been sought
hereunder by such indemnified party, unless such settlement (x) includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission
of fault, culpability or a failure to act by or on behalf of any indemnified party.

 - 32 -

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

EX-4.1 · tm2615711d12_ex4-1.htm

EX-4.1
 3
 tm2615711d12_ex4-1.htm
 EXHIBIT 4.1

 Exhibit 4.1

 INDENTURE

 between

 HYUNDAI AUTO RECEIVABLES TRUST 2026-B,

as Issuer

 and

 CITIBANK, N.A.

as Indenture Trustee

 Dated as of June 17, 2026

 (2026-B Indenture)

 TABLE OF CONTENTS

 Page

 ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE
 2

 Section 1.01
 Definitions
 2

 Section 1.02
 Other Definitional Provisions
 2

 Section 1.03
 Incorporation by Reference of Trust Indenture Act
 3

 ARTICLE II. THE NOTES
 3

 Section 2.01
 Form
 3

 Section 2.02
 Execution, Authentication and Delivery
 4

 Section 2.03
 Temporary Notes
 4

 Section 2.04
 Registration; Registration of Transfer and Exchange
 5

 Section 2.05
 [Reserved]
 6

 Section 2.06
 Mutilated, Destroyed, Lost or Stolen Notes
 7

 Section 2.07
 Persons Deemed Note Owners
 7

 Section 2.08
 Payment of Principal and Interest; Defaulted Interest
 8

 Section 2.09
 Cancellation
 9

 Section 2.10
 Book-Entry Notes
 9

 Section 2.11
 Notices to Clearing Agency
 10

 Section 2.12
 Definitive Notes
 10

 Section 2.13
 Tax Treatment
 10

 Section 2.14
 Tax Forms
 10

 Section 2.15
 Transfer Restrictions on Restricted Notes
 11

 ARTICLE III. COVENANTS
 15

 Section 3.01
 Payment of Principal and Interest; Determination of SOFR; Benchmark Replacement
 15

 Section 3.02
 Maintenance of Office or Agency
 17

 Section 3.03
 Money for Payments To Be Held in Trust
 17

 Section 3.04
 Existence
 19

 Section 3.05
 Protection of Trust Estate
 19

 Section 3.06
 Opinions as to Trust Estate
 20

 Section 3.07
 Performance of Obligations; Servicing of Receivables
 20

 Section 3.08
 Negative Covenants
 21

 Section 3.09
 Annual Statement as to Compliance
 22

 Section 3.10
 Issuer May Consolidate, etc., Only on Certain Terms
 22

 Section 3.11
 Successor or Transferee
 24

 Section 3.12
 No Other Business
 24

 Section 3.13
 No Borrowing
 24

 Section 3.14
 Compliance with Regulation AB
 24

 Section 3.15
 Guarantees, Loans, Advances and Other Liabilities
 24

 Section 3.16
 Capital Expenditures
 24

 Section 3.17
 Removal of Administrator
 25

 Section 3.18
 Restricted Payments
 25

 Section 3.19
 Notice of Events of Default
 25

 Section 3.20
 Further Instruments and Acts
 25

 i (2026-B Indenture)

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE IV. SATISFACTION AND DISCHARGE
 25

 Section 4.01
 Satisfaction and Discharge of Indenture
 25

 Section 4.02
 Application of Trust Money
 26

 Section 4.03
 Repayment of Moneys Held by Paying Agent
 27

 Section 4.04
 Release of Collateral
 27

 ARTICLE V. REMEDIES
 27

 Section 5.01
 Events of Default
 27

 Section 5.02
 Acceleration of Maturity; Rescission and Annulment
 28

 Section 5.03
 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee
 29

 Section 5.04
 Remedies; Priorities
 31

 Section 5.05
 Optional Preservation of the Receivables
 34

 Section 5.06
 Limitation of Suits
 34

 Section 5.07
 Unconditional Rights of Noteholders To Receive Principal and Interest
 35

 Section 5.08
 Restoration of Rights and Remedies
 35

 Section 5.09
 Rights and Remedies Cumulative
 35

 Section 5.10
 Delay or Omission Not a Waiver
 36

 Section 5.11
 Control by the Controlling Class of Noteholders
 36

 Section 5.12
 Waiver of Past Defaults
 36

 Section 5.13
 Undertaking for Costs
 37

 Section 5.14
 Waiver of Stay or Extension Laws
 37

 Section 5.15
 Action on Notes
 37

 Section 5.16
 Performance and Enforcement of Certain Obligations
 37

 ARTICLE VI. THE INDENTURE TRUSTEE
 38

 Section 6.01
 Duties of Indenture Trustee
 38

 Section 6.02
 Representations and Warranties of the Indenture Trustee
 40

 Section 6.03
 Rights of Indenture Trustee
 41

 Section 6.04
 Individual Rights of Indenture Trustee
 42

 Section 6.05
 Indenture Trustee’s Disclaimer
 42

 Section 6.06
 Notice of Defaults
 42

 Section 6.07
 Reports by Indenture Trustee to Holders
 42

 Section 6.08
 Compensation and Indemnity
 43

 Section 6.09
 Replacement of Indenture Trustee
 43

 Section 6.10
 Successor Indenture Trustee by Merger
 44

 Section 6.11
 Appointment of Co-Indenture Trustee or Separate Indenture Trustee
 44

 Section 6.12
 Eligibility; Disqualification
 45

 Section 6.13
 [Reserved]
 46

 Section 6.14
 Preferential Collection of Claims Against Issuer
 46

 Section 6.15
 Waiver of Setoffs
 46

 ii (2026-B Indenture)

 TABLE OF CONTENTS

 (continued)

 Page

 ARTICLE VII. NOTEHOLDERS’ LISTS AND REPORTS
 46

 Section 7.01
 Note Registrar To Furnish Names and Address of Noteholders
 46

 Section 7.02
 Preservation of Information; Communications Among Noteholders
 47

 Section 7.03
 Reports by Issuer
 47

 Section 7.04
 Reports by Indenture Trustee
 48

 Section 7.05
 Noteholder and Note Owner Demand for Asset Representations Review
 48

 ARTICLE VIII. ACCOUNTS, DISBURSEMENTS AND RELEASES
 49

 Section 8.01
 Collection of Money
 49

 Section 8.02
 Trust Accounts
 49

 Section 8.03
 General Provisions Regarding Accounts
 51

 Section 8.04
 Release of Trust Estate
 52

 Section 8.05
 Opinion of Counsel
 52

 ARTICLE IX. SUPPLEMENTAL INDENTURES
 53

 Section 9.01
 Supplemental Indentures Without Consent of Noteholders
 53

 Section 9.02
 Supplemental Indentures with Consent of Noteholders
 54

 Section 9.03
 Execution of Supplemental Indentures
 55

 Section 9.04
 Effect of Supplemental Indenture
 56

 Section 9.05
 Reference in Notes to Supplemental Indentures
 56

 Section 9.06
 Conformity with Trust Indenture Act
 56

 ARTICLE X. REDEMPTION OF NOTES
 56

 Section 10.01
 Redemption
 56

 Section 10.02
 Form of Redemption Notice
 57

 Section 10.03
 Notes Payable on Redemption Date
 57

 ARTICLE XI. MISCELLANEOUS
 57

 Section 11.01
 Compliance Certificates and Opinions, etc.
 57

 Section 11.02
 Form of Documents Delivered to Indenture Trustee
 59

 Section 11.03
 Acts of Noteholders
 60

 Section 11.04
 Notices, etc., to Indenture Trustee, Issuer and Rating Agencies
 60

 Section 11.05
 Notices to Noteholders; Waiver
 61

 Section 11.06
 Alternate Payment and Notice Provisions
 61

 Section 11.07
 Effect of Headings and Table of Contents
 61

 Section 11.08
 Successors and Assigns
 61

 Section 11.09
 Separability
 62

 Section 11.10
 Benefits of Indenture
 62

 Section 11.11
 Legal Holidays
 62

 Section 11.12
 GOVERNING LAW
 62

 Section 11.13
 Counterparts; Electronic Signatures and Transmission
 62

 Section 11.14
 Recording of Indenture
 63

 iii (2026-B Indenture)

 TABLE OF CONTENTS

 (continued)

 Page

 Section 11.15
 Trust Obligation
 63

 Section 11.16
 No Petition
 64

 Section 11.17
 Inspection
 64

 Section 11.18
 Conflict with Trust Indenture Act
 64

 Section 11.19
 Limitation of Liability
 65

 Section 11.20
 Representations and Warranties
 65

 Section 11.21
 Perfection Representations and Warranties
 66

 Section 11.22
 Communications with Rating Agencies
 67

 iv (2026-B Indenture)

 EXHIBITS

 SCHEDULE A
 Schedule of Receivables

 EXHIBIT A-1
 Form of Class A-1 Note

 EXHIBIT A-2-A
 Form of Class A-2-A Note

 EXHIBIT A-2-B
 Form of Class A-2-B Note

 EXHIBIT A-3
 Form of Class A-3 Note

 EXHIBIT A-4
 Form of Class A-4 Note

 EXHIBIT B
 Form of Class B Note

 EXHIBIT C
 Form of Class C Note

 ANNEX A
 Form of Transferee Letter for Restricted Notes

 v (2026-B Indenture)

 THIS INDENTURE, dated as of
June 17, 2026 is between HYUNDAI AUTO RECEIVABLES TRUST 2026-B, a Delaware statutory trust (the “ Issuer ”), and
 Citibank, N.A. , a national banking association, as trustee and not in its individual capacity
(the “ Indenture Trustee ”).

 Each party agrees as follows
for the benefit of the other party and for the equal and ratable benefit of the Holders of the Issuer’s 3.846% Asset Backed Notes,
Class A-1 (the “ Class A-1 Notes ”), 4.19% Asset Backed Notes, Class A-2-A (the “ Class A-2-A
Notes ”), SOFR Rate + 0.36% Asset Backed Notes, Class A-2-B (the “ Class A-2-B Notes ”), 4.51% Asset
Backed Notes, Class A-3 (the “ Class A-3 Notes ”), 4.60% Asset Backed Notes, Class A-4 (the “ Class A-4
Notes ”), 4.81% Asset Backed Notes, Class B (the “ Class B Notes ”) and 5.01% Asset Backed Notes,
Class C (the “ Class C Notes ”, and together with the Class A-1 Notes, the Class A-2-A Notes, the
Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes, the “ Notes ”):

 GRANTING CLAUSE

 The Issuer hereby Grants to
the Indenture Trustee at the Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes, all of the Issuer’s
right, title and interest in and to, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (a) the
Receivables listed on Schedule A and all moneys received thereon on or 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 Financed Vehicles or the related Obligors, including any vendor’s single interest or other collateral protection
insurance policy; (d) any property that shall have secured a Receivable and that shall have been acquired by or on behalf of the
Depositor, the Servicer, or the Issuer; (e) all documents and other items contained in the Receivable Files; (f) the Sale and
Servicing Agreement including all of the Depositor’s rights, but none of its obligations, under the Receivables Purchase Agreement
assigned to the Issuer pursuant to the Sale and Servicing Agreement; (g) all right, title and interest in the Trust Accounts, all
funds, securities or other assets credited from time to time to the Trust Accounts and all investments therein and proceeds thereof (including
the initial Reserve Account Deposit); (h) any proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement;
and (i) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and
all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or
part of or are included in the proceeds of any of the foregoing (collectively, the “ Collateral ”).

 The foregoing Grant is made
in trust to secure (i) the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally
and ratably without prejudice, priority or distinction, and (ii) to secure compliance with the provisions of this Indenture, all
as provided in this Indenture.

 (2026-B Indenture)

 Without limiting the foregoing
Grant, any Receivable repurchased or purchased by the Seller or the Servicer pursuant to Section 3.03 or Section 4.07 ,
as applicable, of the Sale and Servicing Agreement or repurchased or purchased by the Seller pursuant to Section 7.02 of the
Receivables Purchase Agreement shall be deemed to be automatically released from the lien of this Indenture without any action being taken
by the Indenture Trustee upon payment by the Seller or the Servicer, as applicable, of the related Purchased Amount for such Purchased
Receivable.

 The Indenture Trustee, on
behalf of the Holders of the Notes, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions
of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests
of the Holders of the Notes may be adequately and effectively protected.

 ARTICLE I.

DEFINITIONS AND INCORPORATION BY REFERENCE

 Section 1.01             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
the Sale and Servicing Agreement, which contains rules as to usage that are applicable herein.

  

 Section 1.02             Other
Definitional Provisions .

  

 (a)             All
terms defined in this Indenture 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 Indenture and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined
in this Indenture or in any such certificate or other document, and accounting terms partly defined in this Indenture 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 Indenture 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 Indenture
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 Indenture shall
refer to this Indenture as a whole and not to any particular provision of this Indenture; Article, Section, Schedule and Exhibit references
contained in this Indenture are references to Articles, Sections, Schedules and Exhibits in or to this Indenture unless otherwise specified;
“or” shall include “and/or”; and the term “including” shall mean “including without limitation”.

  

 (d)             The
definitions contained in this Indenture 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.

  

 2 (2026-B Indenture)

  

  

 (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.

  

 Section 1.03             Incorporation
by Reference of Trust Indenture Act . Whenever this Indenture refers to a provision of the TIA, such provision is incorporated by
reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:

  

 “ Commission ”
means the Securities and Exchange Commission.

  

 “ indenture securities ”
means the Notes.

  

 “ indenture security
holder ” means a Noteholder.

  

 “ indenture to be
qualified ” means this Indenture.

  

 “ indenture trustee ”
or “ institutional trustee ” means the Indenture Trustee.

  

 “ obligor ”
on the indenture securities means the Issuer and any other obligor on the indenture securities.

  

 All other TIA terms used in
this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning
assigned to them by such definitions.

  

 ARTICLE II.

THE NOTES

  

 Section 2.01             Form .
The Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes,
the Class B Notes and the Class C Notes, in each case together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the form set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4,
Exhibit B and Exhibit C, respectively, with such appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may, consistently herewith, be determined by the officers executing the Notes, as evidenced by their execution of the
Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face
of such Note.

  

 The Definitive Notes shall
be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders),
all as determined by the officers executing such Notes, as evidenced by their execution of such Notes.

  

 3 (2026-B Indenture)

  

  

 Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3,
Exhibit A-4, Exhibit B and Exhibit C are part of the terms of this Indenture.

  

 Section 2.02             Execution,
Authentication and Delivery . The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature
of any such Authorized Officer on the Notes may be manual or facsimile.

  

 Notes bearing the manual
or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

  

 The Indenture Trustee shall
upon Issuer Order authenticate and deliver Class A-1 Notes for original issue in an aggregate principal amount of $464,800,000,
Class A-2-A Notes for original issue in an aggregate principal amount of $510,000,000, Class A-2-B Notes for original issue
in an aggregate principal amount of $242,800,000, Class A-3 Notes for original issue in an aggregate principal amount of $752,800,000,
Class A-4 Notes for original issue in an aggregate principal amount of $109,000,000, Class B Notes for original issue in an
aggregate principal amount of $40,380,000, and Class C Notes for original issue in an aggregate principal amount $67,290,000. The
aggregate principal amount of Class A-1 Notes, Class A-2-A Notes, Class A-2-B Notes, Class A-3 Notes, Class A-4
Notes, Class B Notes and Class C Notes outstanding at any time may not exceed such respective amounts except as provided in
 Section 2.06 .

  

 The Notes shall be issuable
as registered Notes in minimum denominations of $1,000 and in integral multiples of $1,000 in excess thereof (except for one Note of
each class which may be issued in a denomination other than an integral multiple of $1,000).

  

 No Note shall be entitled
to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication
substantially in the form provided for herein executed by the Indenture Trustee by the manual or facsimile signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.

  

 Section 2.03             Temporary
Notes . Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee
shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the
tenor of the Definitive Notes in lieu of which they are issued and with such variations not inconsistent with the terms of this Indenture
as the officers executing such Notes may determine, as evidenced by their execution of such Notes.

  

 If temporary Notes are issued,
the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary
Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained
as provided in Section 3.02 , without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount of Definitive
Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.

  

 4 (2026-B Indenture)

  

  

 Section 2.04             Registration;
Registration of Transfer and Exchange . The Issuer shall cause to be kept a register (the “ Note Register ”) in which,
subject to such reasonable regulations as it may prescribe, the Note Registrar shall provide for the registration of Notes and the registration
of all transfers of Notes. The Indenture Trustee initially shall be the “Note Registrar” for the purpose of registering Notes
and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Indenture Trustee is
appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt written notice of the appointment of such
Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right
to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to
conclusively rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses
of the Holders of the Notes and the principal amounts and number of such Notes.

  

 Upon surrender for registration
of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02 , if the requirements
of Section 8-401(a)  of the UCC are met, the Issuer shall execute, and the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of
the same Class in any authorized denominations, of a like aggregate principal amount.

  

 At the option of the Holder,
Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount,
upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, if the requirements
of Section 8-401(a)  of the UCC are met, the Issuer shall execute, and the Indenture Trustee, without having to verify
that the requirements of Section 8-401(a)  have been met, shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, the Notes that the Noteholder making the exchange is entitled to receive.

  

 All Notes issued upon any
registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to
the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Every Note presented
or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer
in form satisfactory to the Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar,
which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“ STAMP ”)
or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Exchange Act.

  

 5 (2026-B Indenture)

  

  

 No service charge shall be
made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Indenture Trustee may require payment of
a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.05 not involving any transfer.

  

 The preceding provisions
of this Section notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or
exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect
to the Note.

  

 Any Notes (or interests therein)
retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal income tax purposes may not be transferred
for U.S. federal income tax purposes to another Person (other than a Person that is considered the same person as the Issuer for U.S.
federal income tax purposes) unless the Administrator shall cause an Opinion of Counsel to be delivered to the Depositor and the Indenture
Trustee at such time stating that either (x) such Notes will be debt for U.S. federal income tax purposes or (y) the sale of
such Notes will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes.

  

 In addition, if for tax or
other reasons it may be necessary to track such Notes (e.g., if the Notes have original issue discount), tracking conditions such as
requiring that such Notes be in definitive registered form may be required by the Administrator as a condition to such transfer. The
Indenture Trustee shall have no duty to monitor the compliance of the provisions of this paragraph and may conclusively rely on the Administrator
to do the same.

  

 By acquiring a Note (or interest
therein), each Noteholder and Note Owner (and if the Noteholder or Note Owner is a Plan, its fiduciary) is deemed to (a) represent
and warrant that either (i) it is not acquiring and will not hold such Note (or interest therein) with the assets of a Benefit Plan
Investor or Plan subject to Similar Law; or (ii) the acquisition, holding and disposition of such Note (or interest therein) will
not, in the case of a Benefit Plan Investor, give rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code or, in the case of a Plan that is subject to Similar Law, result in a violation of such Similar Law and (b) acknowledge
and agree that Benefit Plan Investors and Plans that are subject to Similar Law may not acquire such Note (or any interest therein) at
any time that such Note does not have an investment grade rating from at least one nationally recognized statistical rating organization.

  

 The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the transfer of Notes.

  

 Section 2.05             [Reserved] .

  

 6 (2026-B Indenture)

  

  

 Section 2.06             Mutilated,
Destroyed, Lost or Stolen Notes . If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture
Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, and provided
that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon an Issuer Order the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note of the same Class; provided , however , that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall
have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note,
the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof.
If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee
shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

  

 Upon the issuance of any
replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees, expenses
and indemnities of the Indenture Trustee) connected therewith.

  

 Every replacement Note issued
pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional
contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

  

 The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes.

  

 Section 2.07             Persons
Deemed Note Owners . Prior to due presentment for registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination)
as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or
the Indenture Trustee shall be affected by notice to the contrary.

  

 7 (2026-B Indenture)

  

  

 Section 2.08             Payment
of Principal and Interest; Defaulted Interest .

  

 (a)             The
Class A-1 Notes, the Class A-2-A Notes, the Class A-2-B Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class B Notes and the Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2-A Rate, the Class A-2-B
Rate, the Class A-3 Rate, the Class A-4 Rate, the Class B Rate and the Class C Rate, respectively, as set forth in
Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B and Exhibit C, respectively,
and such interest shall be payable on each Payment Date as specified therein, subject to Section 3.01 . Any installment of
interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall
be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date to such Person
as appears on the Note Register on such Record Date, except that, unless Definitive Notes have been issued pursuant to Section 2.12 ,
with respect to Notes registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee,
if an account is so designated; provided, however, that the final installment of principal payable with respect to such Note on a Payment
Date or on the related Stated Maturity Date (including the Redemption Price for any Note called for redemption pursuant to Section 10.01 )
shall be payable as provided in paragraph (b) below. The funds represented by any such payments returned undelivered shall be held
in accordance with Section 3.03 .

  

 (b)             The
principal of each Note shall be payable in installments on each Payment Date as provided in Section 3.01 hereof and the forms
of the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B
and Exhibit C. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes may be declared immediately due and
payable, if not previously paid, in the manner provided in Section 5.02 on any date on which an Event of Default shall have
occurred and be continuing, by the Indenture Trustee or the Indenture Trustee acting at the direction of the Holders of Notes representing
not less than a majority of the Outstanding Amount of the Controlling Class. All principal payments on each Class of Notes shall
be made pro rata to the Noteholders of the related Class entitled thereto. Upon written notice thereof, the Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which
the Issuer expects the final installment of principal of and interest on such Note to be paid. Such notice shall specify that such final
installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented
and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided
in Section 10.02 .

  

 (c)             For
purposes of distributions from the Reserve Account pursuant to Section 5.06(b) of the Sale and Servicing Agreement, any portion
of the First Priority Principal Distribution Amount, the Second Priority Principal Distribution Amount and the Regular Principal Distribution
Amount shall be deemed to be due and payable on any Payment Date on which funds sufficient to pay such portion would be available to
make such payment from funds withdrawn from the Reserve Account and distributed with the priorities set forth in accordance with 5.05(b) of
the Sale and Servicing Agreement. For the avoidance of doubt, the First Priority Principal Distribution Amount, the Second Priority Principal
Distribution Amount and the Regular Principal Distribution Amount, or any portion thereof, shall not be due (other than in accordance
with Section 2.08(b)  above) unless amounts are actually available to make such payments in accordance with Section 5.05(b) of
the Sale and Servicing Agreement. Additionally, any portion of the First Priority Principal Distribution Amount, the Second Priority
Principal Distribution Amount and the Regular Principal Distribution Amount shall be deemed to be due and payable on any date where the
Servicer elects to exercise its Optional Purchase and the Issuer redeems the outstanding Notes pursuant to Section 10.01 .

  

 8 (2026-B Indenture)

  

  

 (d)             If
the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful) at the applicable Interest Rate in any lawful manner on the next Payment Date.

  

 Section 2.09             Cancellation .
All Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer
may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes
shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it;
 provided , that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee.

  

 Section 2.10             Book-Entry
Notes . The Notes (other than any Restricted Notes, which may be issued in the form of Definitive Notes at the Issuer’s option
pursuant to Section 2.12), upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes,
to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall
be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note
Owner thereof will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12 .
Unless and until definitive, fully registered Notes (the “ Definitive Notes ”) have been issued to such Note Owners
pursuant to Section 2.12 :

  

 (a)             the
provisions of this Section shall be in full force and effect;

  

 (b)             the
Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including
the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the
Notes, and shall have no obligation to the Note Owners;

  

 (c)             to
the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall
control;

  

 (d)             the
rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements
between such Note Owners and the Clearing Agency or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless
and until Definitive Notes are issued pursuant to Section 2.12 , the initial Clearing Agency will make book-entry transfers
among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency
Participants; and

  

 9 (2026-B Indenture)

  

  

 (e)             whenever
this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified
percentage of the Outstanding Amount of the Notes or the Controlling Class of Notes, the Clearing Agency shall be deemed to represent
such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions
to the Indenture Trustee.

  

 Section 2.11             Notices
to Clearing Agency . Whenever a notice or other communication to the Noteholders is required under this Indenture, unless and until
Definitive Notes shall have been issued to such Note Owners pursuant to Section 2.12 , the Indenture Trustee shall give all
such notices and communications specified herein to be given to Holders of the Notes to the Clearing Agency, and shall have no obligation
to such Note Owners.

  

 Section 2.12             Definitive
Notes . Any of the Restricted Notes, upon original issuance and at the Issuer’s option, may be in the form of Definitive Notes;
provided, however, that at the request of all of the holders thereof, such Restricted Notes may be exchanged for Book-Entry Notes. If
(a) the Administrator advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Book-Entry Notes and the Administrator is unable to locate a qualified successor or
(b) after the occurrence of an Event of Default or a Servicer Termination Event, Note Owners of the Book-Entry Notes representing
beneficial interests aggregating at least a majority of the Outstanding Amount of such Notes advise the Clearing Agency in writing that
the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the
Clearing Agency shall notify all Note Owners, the Administrator and the Indenture Trustee of the occurrence of any such event and of
the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee upon an Issuer Order shall authenticate the Definitive Notes in accordance with the written instructions of the Clearing
Agency. None of the Issuer, the Note Registrar, the Administrator or the Indenture Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes as Noteholders.

  

 Section 2.13             Tax
Treatment . The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for purposes of U.S.
federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Notes (other than Notes, if
any, retained by the Issuer or a Person considered to be the same person as the Issuer for U.S. federal income tax purposes) will be
characterized as indebtedness secured by the Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance
of a Note (and each Note Owner by its acceptance of an interest in the applicable Book-Entry Note), agree to treat the Notes (other than
Notes, if any, retained by the Issuer or a Person considered to be the same person as the Issuer for U.S. federal income tax purposes)
for such purposes as indebtedness.

  

 Section 2.14             Tax
Forms . Prior to the first Payment Date and promptly upon request, each Noteholder shall provide Tax Information to the Indenture
Trustee, the Paying Agent (if any) and/or the Issuer (or other person responsible for withholding of taxes). Each Noteholder shall provide
such person updated Tax Information if any Tax Information previously delivered expires or becomes obsolete or inaccurate in any respect.
Each Noteholder (or other owner of a beneficial interest in a Note) is deemed to understand, acknowledge and agree that the Indenture
Trustee, Paying Agent and Issuer (or other person responsible for withholding of taxes) have the right to withhold as required on amounts
payable with respect to a Note where an applicable party fails to comply with the requirements set forth in the preceding sentence or
the Indenture Trustee, Paying Agent or Issuer (or other person responsible for withholding of taxes) is otherwise required to so withhold
under applicable law.

  

 10 (2026-B Indenture)

  

  

 Section 2.15             Transfer
Restrictions on Restricted Notes .

  

 (a)             Prior
to any sale or transfer of any Restricted Note (or any interest therein), each prospective transferee of such Restricted Note (or any
interest therein) shall be required to provide to the Indenture Trustee and Depositor a certification of non-foreign status, in such
form that is acceptable to the Depositor or the Indenture Trustee (e.g., IRS Form W-9), signed under penalties of perjury (and
such other certification, representations or opinion of counsel as may be requested by the Depositor) or other information or documentation
requested by the Depositor to determine, in its sole discretion, that payments on such Restricted Notes will not be subject to withholding
under U.S. tax law.

  

 (b)             Prior
to any sale or transfer of any Restricted Note (or any interest therein) (except for (x) transfers of Notes to the Depositor or
any Affiliate of the Depositor that is a “United States person” within the meaning of Section 7701(a)(30) of the Code
and (y) to the extent that the Depositor has received an opinion of nationally recognized tax counsel to the effect that the transfer
of the Restricted Note without any or all of the representations described below will not cause the Issuer to be treated as an association
or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and the Depositor has consented to such
transfer in writing), each prospective transferee of such Restricted Note (or any interest therein) shall be required to provide to the
Indenture Trustee, Note Registrar and Depositor a written representation letter, in a form acceptable to the recipients, in which such
prospective transferee shall have represented and agreed as follows (unless the Depositor shall have received (and provided notice of
such receipt to the Indenture Trustee and the Note Registrar) an opinion of nationally recognized tax counsel to the effect that such
transfer without such an accompanying representation letter will not cause the Issuer to be treated as an association or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes and the Depositor shall consent in writing that no such written
representation letter is required, in which case such prospective transferee shall be deemed to have represented and agreed as follows):

  

 (i)             The
transferee will provide notice to each Person to whom it proposes to transfer any interest in the Restricted Notes of the transfer restrictions
and representations set forth in this Section 2.15(b) . Further, the transferee will not transfer any Restricted Note (or
any interest therein) to a subsequent transferee unless, prior to the transfer, the subsequent transferee shall have provided to the
Indenture Trustee, the Note Registrar and the Depositor a written representation letter as set forth previously in this Section 2.15(b)  (unless
the Depositor shall have received an opinion of nationally recognized tax counsel as set forth previously in this Section 2.15(b)) .

  

 11 (2026-B Indenture)

  

  

 (ii)            No
transfer of Restricted Notes (or any interest therein) will be permitted to the extent that such transfer would cause the number of direct
or indirect holders of an interest in the Restricted Notes and the Certificates to exceed a number equal to 95 Persons. Neither the Indenture
Trustee nor the Note Registrar shall have any duty or obligation with respect to the foregoing to ascertain the number of direct or indirect
holders of an interest in the Restricted Notes and the Certificates.

  

 (iii)           The
transferee warrants it (a) is not, and will not become, a partnership, a corporation taxed under Subchapter S of the Code or grantor
trust for U.S. federal income tax purposes (or a disregarded entity the single owner of which is any of the foregoing) or (b) is
such an entity, but (x) no more than 50% of the value of any of the direct or indirect beneficial interests in such transferee (or
in the case of a disregarded entity, the interests of its single owner)  is or will be attributable to such transferee’s (or
in the case of a disregarded entity, the single owner’s) interest in Restricted Notes and Certificates and (y) it is not and
will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Restricted Notes or Certificates
to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary
for such partnership not to be classified as a publicly traded partnership under the Code.

  

 (iv)           No
Noteholder of a Restricted Note shall acquire or transfer any Restricted Note (or any interest therein) or cause any Restricted Notes
(or any interest therein) to be marketed on or through an “established securities market” within the meaning of Section 7704(b)(1) of
the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm
buy or sell quotations.

  

 (v)           If
any Restricted Note held by the transferee is required to be treated other than as described under Section 2.13 , then the
transferee, or, if different, the beneficial owner of such Restricted Note, shall agree to the designation made pursuant to the Trust
Agreement of the partnership representative (and the tax matters partner for any applicable state or local tax purposes) of any partnership
in which such Noteholder or beneficial owner is deemed to be a partner under Section 6223(a) of the Code and any applicable
Treasury Regulations thereunder (and any corresponding provision of state law).

  

 (vi)           (A) Each
Noteholder of a Restricted Note shall provide to the Administrator on behalf of the Issuer and the Depositor any further information
required by the Issuer to comply with the Sections 6221 through 6241 of the Code (and any corresponding provision of state law), including
Section 6226(a) of the Code, (B) if such Noteholder is not the beneficial owner of such Restricted Note, the beneficial
owner of such Restricted Note shall provide to the Administrator on behalf of the Issuer and the Depositor any further information required
by the Issuer to comply with Sections 6221 through 6241 of the Code (and any corresponding provision of state law), including Section 6226(a) of
the Code and, to the extent the Issuer determines such appointment necessary for it to make an election under Section 6226(a) of
the Code (or any corresponding provision of state law), hereby appoints the Noteholder as its agent for purposes of receiving any notifications
or information pursuant to the notice requirements under Section 6226(a)(2) of the Code (and any corresponding provision of
state law) and (C) to the extent applicable, each Noteholder of a Restricted Note and, if different, each beneficial owner of a
Restricted Note, shall hold the Issuer and its affiliates harmless for any expenses or losses (i) resulting from a beneficial owner
of a Restricted Note not properly taking into account or paying its allocated adjustment or liability under Section 6226 of the
Code (or any corresponding provision of state law) or (ii) suffered that are attributable to the management or defense of an audit
under Sections 6221 through 6241 of the Code (or any corresponding provision of state law) or otherwise due to actions the Issuer and
its affiliates take with respect to and to comply with the rules under Sections 6221 through 6241 of the Code (or any corresponding
provision of state law).

  

 12 (2026-B Indenture)

  

  

 (vii)          The
transferee acknowledges that any transfer in violation of the foregoing will be of no force and effect, will be void ab initio ,
and will not operate to transfer any rights to the transferee.

  

 (c)             Unless
the Depositor has received an opinion of nationally recognized tax counsel to the effect that the transfer of the Restricted Note without
the representation pursuant to this subsection (c) will not cause the Issuer to be treated as an association or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes and the Depositor has consented to such transfer in writing
(with notice to the Indenture Trustee and Note Registrar), (i) the interests in the Restricted Notes and the Certificates together
may at no time be held by more than 95 Persons and (ii) no transfer of Restricted Notes (or any interest therein) will be permitted
to the extent that such transfer could cause the number of direct or indirect holders of an interest in the Restricted Notes and the
Certificates to exceed a number equal to 95 Persons. Neither the Indenture Trustee nor the Note Registrar shall have any duty or obligation
with respect to the foregoing to ascertain the number of direct or indirect holders of an interest in the Restricted Notes and the Certificates.

  

 (d)             Any
transfer in violation of the provisions of Section 2.15 of the Indenture will be of no force and effect, will be void ab
initio , and will not operate to transfer any rights to the transferee.  The provisions of Section 2.15(b)  and
 (c)  of the Indenture generally are intended to prevent the Issuer from being characterized as a “publicly traded partnership”
within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Sections 1.7704-1, and the provisions shall
be interpreted taking such intent into account in determining whether or not the requirements of Section 2.15(b)  and
 (c)  of the Indenture have been complied with in connection with any proposed transfer of any Restricted Note (or interest
therein).

  

 (e)             Each
Restricted Note will bear a legend in substantially the following form:

  

 THIS NOTE OR ANY INTEREST HEREIN HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”) OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES, AND THE ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940,
AS AMENDED (THE “ INVESTMENT COMPANY ACT ”). THIS NOTE OR ANY INTEREST HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED, EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES
OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM (INCLUDING TO A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A UNDER THE SECURITIES ACT WHO IS EITHER PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER)
OR IN A TRANSACTION NOT SUBJECT THERETO. FOR THE AVOIDANCE OF DOUBT, THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED TO THE DEPOSITOR OR ANY OF ITS AFFILIATES.

  

 13 (2026-B Indenture)

  

  

 EACH PURCHASER OR TRANSFEREE OF THIS
NOTE WILL BE REQUIRED TO PROVIDE TO THE INDENTURE TRUSTEE, THE NOTE REGISTRAR AND THE DEPOSITOR A LETTER IN THE FORM OF ANNEX A
TO THE INDENTURE CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS, INCLUDING THAT NO TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN
WILL BE PERMITTED IF SUCH TRANSFER WOULD CAUSE THE NUMBER OF DIRECT OR INDIRECT HOLDERS OF AN INTEREST IN THE RESTRICTED NOTES AND CERTIFICATES
ISSUED UNDER THE TRUST AGREEMENT (AS DEFINED IN THE INDENTURE) TO EXCEED A NUMBER EQUAL TO 95 PERSONS UNLESS A DEBT-FOR-TAX OPINION HAS
BEEN DELIVERED. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE
TO TRANSFER ANY RIGHTS TO THE TRANSFEREE.

  

 EACH PURCHASER OR TRANSFEREE OF THIS
NOTE WILL BE REQUIRED TO PROVIDE TO THE INDENTURE TRUSTEE AND THE DEPOSITOR A CERTIFICATION OF NON-FOREIGN STATUS, IN SUCH FORM AS
MAY BE ACCEPTABLE TO THE DEPOSITOR, SIGNED UNDER PENALTIES OF PERJURY or other information
or documentation requested by the Depositor to determine, in its sole discretion, that payments on the Notes will not be subject to withholding
under U.S. tax law.

  

 (f)              The
restrictions on transfer of any Notes retained by the Issuer or a Person that is considered the same person as the Issuer for U.S. federal
income tax purposes provided in the seventh paragraph of Section 2.04 shall not continue to apply in the event the Indenture
Trustee and the Depositor have received the Initial Certificate Transfer Opinion.

  

 14 (2026-B Indenture)

  

  

 (g)             Upon
any sale or transfer of any Note (or interest therein) that was 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, if for tax or other reasons it may be necessary to track any
such Note (e.g., if the Notes have original issue discount), tracking conditions such as requiring that such Notes be in definitive registered
form may be required by the Depositor or the Administrator as a condition to such transfer and the Administrator shall provide prior
written notice of such sale or transfer and tracking condition to the Indenture Trustee.

  

 ARTICLE III.

COVENANTS

  

 Section 3.01             Payment
of Principal and Interest; Determination of SOFR; Benchmark Replacement .

  

 (a)             The
Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes and
this Indenture. Without limiting the foregoing, subject to Section 8.02(c) , on each Payment Date, the Issuer will cause to
be distributed all amounts deposited in the Collection Account which represent Available Amounts for such Payment Date pursuant to the
Sale and Servicing Agreement (a) for the benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (b) for the
benefit of the Class A-2-A Notes, to the Class A-2-A Noteholders, (c) for the benefit of the Class of A-2-B Notes,
to the Class of A-2-B Noteholders, (d) the Class A-3 Notes, to the Class A-3 Noteholders, (e) for the benefit
of the Class A-4 Notes, to the Class A-4 Noteholders, (f) for the benefit of the Class B Notes, to the Class B
Noteholders and (g) for the benefit of the Class C Notes, to the Class C Noteholders. Amounts properly withheld under
the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.

  

 (b)             The
Indenture Trustee initially shall be the “Calculation Agent” for the purpose of identifying SOFR and calculating the SOFR
Rate pursuant to this Section 3.01 . Upon any resignation of the Calculation Agent, the Administrator shall promptly appoint
a successor or, if it elects not to make such an appointment, assume the duties of Calculation Agent. If a Person other than the Indenture
Trustee is appointed by the Administrator as the Calculation Agent, the Administrator will give the Indenture Trustee prompt written
notice of the appointment of the Calculation Agent.

  

 (c)             So
long as the Class A-2-B Notes are Outstanding, the Calculation Agent shall obtain SOFR in accordance with the definition of “SOFR
Rate” on each SOFR Adjustment Date and shall promptly provide such rate to the Administrator or such person as directed by the
Administrator. All determinations of SOFR by the Calculation Agent, in the absence of manifest error, will be conclusive and binding
on the Noteholders.

  

 15 (2026-B Indenture)

  

  

 (d)             If
the Administrator determines prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the determination of the then-current Benchmark, the Benchmark Replacement determined by the Administrator
will replace the then-current Benchmark for all purposes relating to the Class A-2-B Notes in respect of such determination on such
date and all such determinations on all subsequent dates. The Administrator shall deliver written notice to each Rating Agency and the
Calculation Agent on any SOFR Adjustment Date if, as of the applicable Reference Time, the Administrator has determined with respect
to the related Interest Period that there will be a change in the SOFR Rate or the terms related thereto since the immediately preceding
SOFR Adjustment Date due to a determination by the Administrator that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred. The Administrator shall have the right to make SOFR Adjustment Conforming Changes and, in connection with the implementation
of a Benchmark Replacement, Benchmark Replacement Conforming Changes, from time to time.

  

 (e)             All
percentages resulting from any calculation on the Class A-2-B Notes shall be rounded to the nearest one hundred-thousandth of a
percentage point, with five-millionths of a percentage point rounded upwards (e.g., 9.8765445% (or 0.098765445) would be rounded to 9.87655%
(or 0.0987655)), and all dollar amounts used in or resulting from that calculation on the Class A-2-B Notes will be rounded to the
nearest cent (with one-half cent being rounded upwards).

  

 (f)              Any
determination, decision or election that may be made by the Administrator or any other Person in connection with a Benchmark Transition
Event, a Benchmark Replacement Conforming Change or a Benchmark Replacement pursuant to this Section 3.01 (or pursuant to any capitalized
term used in this Section 3.01 or in any such capitalized term), including any determination with respect to administrative feasibility
(whether due to technical, administrative or operational issues), a tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and
binding absent manifest error, may be made in the Administrator’s sole discretion, and, notwithstanding anything to the contrary
in the Basic Documents, will become effective without the consent of any other Person (including any Noteholder). The Class A-2-B
Noteholders shall not have any right to approve or disapprove of these changes and shall be deemed by their acceptance of a Note to have
agreed to waive and release any and all claims relating to any such determinations. Notwithstanding anything to the contrary in the Basic
Documents, none of the Issuer, the Owner Trustee, the Indenture Trustee, the Administrator, the Calculation Agent, the Paying Agent,
the Sponsor, the Depositor or the Servicer will have any liability for any action or inaction taken or refrained from being taken by
it with respect to any Benchmark, Benchmark Transition Event, Benchmark Replacement Date, Benchmark Replacement, Benchmark Replacement
Adjustment, Benchmark Replacement Conforming Changes or any other matters related to or arising in connection with the foregoing. Each
Noteholder and beneficial owner of Notes, by its acceptance of a Note or a beneficial interest in a Note, will be deemed to waive and
release any and all claims against the Issuer, the Owner Trustee, the Indenture Trustee, the Calculation Agent, the Paying Agent, the
Administrator, the Sponsor, the Depositor and the Servicer relating to any such determinations.

  

 (g)             None
of the Indenture Trustee, the Owner Trustee, the Paying Agent or the Calculation Agent shall be under any obligation (i) to monitor,
determine or verify the unavailability or cessation of SOFR, the Benchmark or Benchmark Replacement or whether or when there has occurred,
or to give notice to any other transaction party of the occurrence of, any event giving rise to the replacement of the SOFR Rate or a
Benchmark Replacement (each of which shall be determined by Administrator), (ii) to select, identify or designate any Benchmark
Replacement, or other successor or replacement benchmark index, any Benchmark Replacement Date, any Benchmark Transition Event, or whether
any conditions to the designation of such a rate have been satisfied, (iii) to select, identify or designate any Benchmark Replacement
Adjustment, or other modifier to any replacement or successor index or (iv) to determine whether or what SOFR Adjustment Conforming
Changes, Benchmark Replacement Rate Conforming Changes or other amendments are necessary or advisable, if any, in connection with any
of the foregoing.

  

 16 (2026-B Indenture)

  

  

 (h)             None
of the Indenture Trustee, the Owner Trustee, the Paying Agent or the Calculation Agent shall be liable for any inability, failure or
delay on its part to perform any of its duties set forth in this Indenture or any other Basic Document as a result of the unavailability
of SOFR Rate or Benchmark and absence of the designation of a Benchmark Replacement Rate, including as a result of any inability, delay,
error or inaccuracy on the part of any other transaction party, including without limitation the Administrator, in providing any direction,
instruction, notice or information required or contemplated by the terms of this Indenture and reasonably required for the performance
of such duties.

  

 (i)              Neither
the Indenture Trustee nor the Calculation Agent shall have any liability for any interest rate published by any publication that is the
source for determining the Interest Rates of the Class A-2-B Notes, including but not limited to the Reuters Screen (or any successor
source), the FRBNY's website, the Bloomberg Financial Markets Commodities News or any successor thereto, or for any rates published on
any publicly available source or in any of the foregoing cases for any delay, error or inaccuracy in the publication of any such rates,
or for any subsequent correction or adjustment thereto.

  

 Section 3.02             Maintenance
of Office or Agency . The Issuer will maintain in Jersey City, New Jersey, an office or agency where Notes may be surrendered for
registration of transfer or exchange. Such office will initially be located at Citibank, N.A., 480 Washington Boulevard, 16 th
Floor, Jersey City, New Jersey, 07310, Attention: Agency & Trust – HART 2026-B. The Issuer will give prompt written notice
to the Indenture Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders
may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders. In addition, notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served at the
address set forth in Section 11.04(b)  hereof.

  

 Section 3.03             Money
for Payments To Be Held in Trust . All payments of amounts due and payable with respect to any Notes that are to be made from amounts
withdrawn from the Trust Accounts shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts
so withdrawn from the Collection Account or the Reserve Account for payments of Notes shall be paid over to the Issuer except as provided
in this Section.

  

 On or before the Business
Day preceding each Payment Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Collection Account an aggregate
sum sufficient to pay the amounts then becoming due under the Notes, such sum to be held in trust for the benefit of the Persons entitled
thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure
so to act; provided , that the amount deposited on any Redemption Date may be reduced by amounts transferred from the Reserve Account
to the Collection Account pursuant to Section 5.06(e) of the Sale and Servicing Agreement.

  

 17 (2026-B Indenture)

  

  

 The Issuer will cause each
Paying Agent other than the Indenture Trustee to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent
shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section, that such Paying Agent will:

  

 (a)             hold
all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein
provided;

  

 (b)             give
the Indenture Trustee notice of any default by the Issuer (or any other obligor on the Notes) of which it has actual knowledge in the
making of any payment required to be made with respect to the Notes;

  

 (c)             at
any time during the continuance of any such default, upon the written request of the Indenture Trustee, forthwith pay to the Indenture
Trustee all sums so held in trust by such Paying Agent;

  

 (d)             immediately
resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time
it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment;

  

 (e)             comply
with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding
taxes imposed thereon, including FATCA Withholding Tax (including obtaining and retaining from Persons entitled to payments with respect
to the Notes any Tax Information and making any withholdings with respect to the Notes as required by the Code (including FATCA) and
paying over such withheld amounts to the appropriate governmental authority); and

  

 (f)             comply
with respect to any withholding and reporting requirements that it reasonably believes are applicable under the Code or any similar provision
of state, local or foreign law in connection with the Notes and any withholding of taxes therefrom, and, upon request, provide any Tax
Information to the Issuer.

  

 The Issuer may at any time,
for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying
Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with respect to such money.

  

 18 (2026-B Indenture)

  

  

 Subject to applicable laws
with respect to escheat of funds, any money held by the Indenture Trustee or any Paying Agent in trust for the payment of any amount
due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from
such trust and be paid upon Issuer Request to the Issuer; and the Holder of such Note shall thereafter, as an unsecured general creditor,
look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the Indenture Trustee or
such Paying Agent, before being required to make any such repayment, shall at the expense and direction of the Issuer cause to be published
once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30
days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture
Trustee shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Holders whose Notes have been called but have not been surrendered
for redemption or whose right to or interest in moneys due and payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such Holder).

  

 Section 3.04             Existence .
Except as otherwise permitted by the provisions of Section 3.10, the Issuer will keep in full effect its existence, rights and franchises
as a statutory trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized
under the laws of any other State or of the United States of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes,
the Collateral and each other instrument or agreement included in the Trust Estate.

  

 Section 3.05             Protection
of Trust Estate . The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other instruments, and will take such other action necessary
or advisable to:

  

 (a)             maintain
or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively the purposes hereof;

  

 (b)             perfect,
publish notice of or protect the validity of any Grant made or to be made by this Indenture;

  

 (c)             enforce
any of the Collateral; or

  

 (d)             preserve
and defend title to the Trust Estate and the rights of the Indenture Trustee and the Noteholders in such Trust Estate against the claims
of all persons and parties.

  

 The Issuer hereby designates
the Indenture Trustee, as its agent and attorney-in-fact, to execute upon an Issuer Order any financing statement, continuation statement
or other instrument required to be executed pursuant to this Section 3.05 .

  

 19 (2026-B Indenture)

  

  

 Section 3.06             Opinions
as to Trust Estate .

  

 (a)             On
the Closing Date, the Issuer shall cause to be furnished to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion
of such counsel, such action has been taken with respect to the recording and filing of this Indenture, any indentures supplemental hereto,
and any other requisite documents, and with respect to the filing of any financing statements and continuation statements, as are necessary
to perfect and make effective the lien and security interest of this Indenture and reciting the details of such action, or stating that,
in the opinion of such counsel, no such action is necessary to make such lien and security interest effective.

  

 (b)             On
or before April 30 in each calendar year, beginning in 2027, the Issuer shall furnish or cause to be furnished to the Indenture
Trustee an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording,
filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect
to the execution and filing of any financing statements and continuation statements as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action, or stating that in the opinion of such counsel no such action
is necessary to maintain such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording
and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of
any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until April 30 in the following calendar year.

  

 Section 3.07             Performance
of Obligations; Servicing of Receivables .

  

 (a)             The
Issuer will not take any action and will use its reasonable best efforts not to permit any action to be taken by others that would release
any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust
Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness
of, any such instrument or agreement, except as expressly provided in this Indenture, the Sale and Servicing Agreement or such other
instrument or agreement.

  

 (b)             The
Issuer may contract with other Persons with notification to the Rating Agencies to assist it in performing its duties under this Indenture,
and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall
be deemed to be action taken by the Issuer. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the
Issuer in performing its duties under this Indenture.

  

 (c)             The
Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this Indenture and the Sale and Servicing Agreement in accordance
with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not
waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of either the Indenture
Trustee or the Holders of at least a majority of the Outstanding Amount of the Notes.

  

 20 (2026-B Indenture)

  

  

 (d)             If
the Issuer shall have knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee and the Rating Agencies thereof, and shall specify in such notice the action, if any, the
Issuer is taking with respect to such default.

  

 (e)             [Reserved].

  

 (f)              Upon
any termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee thereof. As soon as a successor servicer (a “ Successor Servicer ”) is appointed, the Issuer shall
notify the Indenture Trustee in writing of such appointment, specifying in such notice the name and address of such Successor Servicer.

  

 (g)             Without
limitation of the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture
Trustee hereunder, the Issuer agrees (i) except to the extent otherwise provided in any Basic Documents, that it will not, without
the prior written consent of the Indenture Trustee acting at the direction of the Holders of at least a majority in Outstanding Amount
of the Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent otherwise provided in the Sale and Servicing Agreement) or
the Basic Documents, or waive timely performance or observance by the Servicer or the Seller under the Sale and Servicing Agreement;
and (ii) that any such amendment shall not (A) reduce the interest rate or principal amount of any Note or delay the Stated
Maturity Date of any Note without the consent of the Holder of such Note (B) reduce the aforesaid percentage of the Notes that is
required to consent to any such amendment, without the consent of the Holders of all Outstanding Notes. If the Indenture Trustee acting
at the direction of such Holders agrees to any such amendment, modification, supplement or waiver, the Indenture Trustee agrees, promptly
following a request by the Issuer to do so, to execute and deliver, at the Issuer’s own expense, such agreements, instruments,
consents and other documents as the Issuer may deem necessary or appropriate in the circumstances.

  

 Section 3.08             Negative
Covenants . So long as any Notes are Outstanding, the Issuer shall not:

  

 (a)             except
to the extent as expressly permitted by this Indenture or the Sale and Servicing Agreement, sell, transfer, exchange or otherwise dispose
of any of the properties or assets of the Issuer, including those included in the Trust Estate, unless directed to do so by the Indenture
Trustee acting on direction of at least a majority in Outstanding Amount of the Controlling Class given pursuant to this Agreement;

  

 (b)             claim
any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld
from such payments under the Code) or assert any claim against any present or former Noteholder by reason of the payment of the taxes
levied or assessed upon any part of the Trust Estate; or

  

 21 (2026-B Indenture)

  

  

 (c)             (i) permit
the validity or effectiveness of this Indenture to be impaired, or permit the lien of this Indenture to be amended, hypothecated, subordinated,
terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (ii) permit any lien, charge, excise, claim, security interest, mortgage
or other encumbrance (other than the lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Trust
Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics’ liens and other liens
that arise by operation of law, in each case on any of the Financed Vehicles and arising solely as a result of an action or omission
of the related Obligor) or (iii) permit the lien of this Indenture not to constitute a valid first priority (other than with respect
to any such tax, mechanics’ or other lien) security interest in the Trust Estate.

  

 Section 3.09             Annual
Statement as to Compliance . The Issuer will deliver to the Indenture Trustee and the Rating Agencies, within 120 days after the end
of each fiscal year of the Issuer (commencing with the calendar year of 2027), an Officer’s Certificate stating, as to the Authorized
Officer signing such Officer’s Certificate, that:

  

 (a)             a
review of the activities of the Issuer during such year and of its performance under this Indenture has been made under such Authorized
Officer’s supervision; and

  

 (b)             to
the best of such Authorized Officer’s knowledge, based on such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year or, if there has been a default in its compliance with any such condition or covenant, specifying
each such default known to such Authorized Officer and the nature and status thereof.

  

 Section 3.10             Issuer
May Consolidate, etc., Only on Certain Terms .

  

 (a)             The
Issuer shall not consolidate or merge with or into any other Person, unless:

  

 (i)             the
Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under
the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered
to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest
on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed
or observed, all as provided herein;

  

 (ii)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

  

 (iii)           the
Rating Agency Condition shall have been satisfied (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 transaction;

  

 22 (2026-B Indenture)

  

  

 (iv)          the
Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that
such transaction will not have any material adverse U.S. federal income tax consequences to the Issuer, any Noteholder or any Certificateholder;

  

 (v)            any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

  

 (vi)           the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such
consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided
for relating to such transaction have been complied with (including any filing required by the Exchange Act) in all material respects.

  

 (b)             The
Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless:

  

 (i)             the
Person that acquires by conveyance or transfer the properties and assets of the Issuer the conveyance or transfer of which is hereby
restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America
or any State and treated as a United States person under Section 7701(a)(30) of the Code, (B) expressly assumes, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual
payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture
on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental
indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of
the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless
the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the
Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or, if a group of Persons, one specified
Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with
the Notes;

  

 (ii)            immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

  

 (iii)           the
Rating Agency Condition shall have been satisfied with respect to such transaction (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);

  

 (iv)          the
Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture
Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequences to the Issuer, any
Noteholder or any Certificateholder;

   

 23 (2026-B Indenture)

  

  

 (v)           any
action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and

  

 (vi)           the
Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided
for relating to such transaction have been complied with (including any filing required by the Exchange Act) in all material respects.

 Section 3.11             Successor
or Transferee .

  

 (a)              Upon
any consolidation or merger of the Issuer in accordance with Section 3.10(a) , the Person formed by or surviving such consolidation
or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such Person had been named as the Issuer herein.

  

 (b)             Upon
a conveyance or transfer of all the assets and properties of the Issuer pursuant to Section 3.10(b) , Hyundai Auto Receivables
Trust 2026-B will be released from every covenant and agreement of this Indenture to be observed by or performed on the part of the Issuer
with respect to the Notes immediately upon the delivery of written notice to the Indenture Trustee stating that Hyundai Auto Receivables
Trust 2026-B is to be so released.

  

 Section 3.12             No
Other Business . The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables
in the manner contemplated by this Indenture and the Basic Documents and any activities incidental thereto.

  

 Section 3.13             No
Borrowing . The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any indebtedness
except for the Notes.

  

 Section 3.14             Compliance
with Regulation AB . For so long as the Issuer is subject to the reporting requirements under the Exchange Act, the Issuer agrees
to perform all duties and obligations applicable to or required of the Issuer set forth in Appendix B to the Sale and Servicing
Agreement and makes the representations and warranties therein applicable to it.

  

 Section 3.15             Guarantees,
Loans, Advances and Other Liabilities . Except as contemplated by the Trust Agreement, the Sale and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect
of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase
or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital
contribution to, any Person.

  

 Section 3.16             Capital
Expenditures . The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either
realty or personalty).

  

 24 (2026-B Indenture)

  

  

 Section 3.17             Removal
of Administrator . So long as any Notes are Outstanding, the Issuer shall not remove the Administrator unless the Rating Agency Condition
shall have been satisfied (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) in connection with such removal and the Indenture Trustee receives
written notice of the foregoing and consents thereto.

  

 Section 3.18             Restricted
Payments . Except with respect to the proceeds from issuance of the Notes, the Issuer shall not, directly or indirectly, (a) pay
any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity
interest or security in or of the Issuer or to the Servicer, (b) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or security or (c) set aside or otherwise segregate any amounts for any such purpose; provided, however,
that the Issuer may make, or cause to be made, distributions as contemplated by, and to the extent funds are available for such purpose
under, the Sale and Servicing Agreement, this Indenture or the Trust Agreement. The Issuer will not, directly or indirectly, make payments
to or distributions from the Trust Accounts except in accordance with this Indenture and the Basic Documents.

  

 Section 3.19             Notice
of Events of Default . The Issuer shall give the Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder, and of each default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing Agreement
and on the part of the Seller or the Depositor of its obligations under the Receivables Purchase Agreement.

  

 Section 3.20             Further
Instruments and Acts . Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

  

 ARTICLE IV.

SATISFACTION AND DISCHARGE

  

 Section 4.01             Satisfaction
and Discharge of Indenture . This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights
of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders
to receive payments of principal thereof and interest thereon, (d)  Sections 3.03 , 3.04 , 3.05 , 3.08 ,
 3.10 , 3.11 , 3.12 , 3.13 , 3.15 , 3.16 and 3.18 , (e) the rights, obligations and immunities
of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.08 and the obligations
of the Indenture Trustee under Section 4.02 ) and (f) the rights of Noteholders as beneficiaries hereof with respect
to the property so deposited with the Indenture Trustee payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to
the Notes, when

  

 (i)             either:

  

 (A)           all
Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 2.06 and (2) Notes for the payment of which money has theretofore been deposited
in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided
in Section 3.03 ), have been delivered to the Indenture Trustee for cancellation; or

  

 25 (2026-B Indenture)

  

  

 (B)            all
Notes not theretofore delivered to the Indenture Trustee for cancellation

  

 (1)             have
become due and payable,

  

 (2)             will
become due and payable, as of, October 17, 2033, within one year of such date or

  

 (3)             are
to be called for redemption within one year under arrangements satisfactory to the Indenture Trustee for the giving of notice of redemption
by the Indenture Trustee in the name, and at the expense, of the Issuer;

  

 and the Issuer, in the case of (A) or (B) above,
has irrevocably deposited or caused to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or obligations
guaranteed by the United States of America (that will mature prior to the date such amounts are payable), in trust for such purpose,
in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee
for cancellation when due to the applicable Stated Maturity Date or Redemption Date (if Notes shall have been called for redemption pursuant
to Section 10.01 ), as the case may be;

  

 (ii)            the
Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer including, but not limited to, fees, reimbursements,
indemnities and expenses due to the Indenture Trustee; and

  

 (iii)           the
Issuer has delivered to the Indenture Trustee an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA or the
Indenture Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of
 Section 11.01(a)  and, subject to Section 11.02 , each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been complied with.

  

 Section 4.02             Application
of Trust Money . All moneys deposited with the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust
and applied by it in accordance with the provisions of the Notes and this Indenture to the payment, either directly or through any Paying
Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for the payment or redemption of which such moneys
have been deposited with the Indenture Trustee, of all sums due and to become due thereon for principal and interest; but such moneys
need not be segregated from other funds except to the extent required herein, in the Sale and Servicing Agreement or by law.

  

 26 (2026-B Indenture)

  

  

 Section 4.03             Repayment
of Moneys Held by Paying Agent . In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to such Notes
shall, upon written demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.03 ;
and thereupon, such Paying Agent shall be released from all further liability with respect to such moneys.

  

 Section 4.04             Release
of Collateral . Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion
of Counsel and Independent Certificates in accordance with TIA Sections 314(c)  and 314(d)(1)  or an Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

  

 ARTICLE V.

REMEDIES

  

 Section 5.01             Events
of Default . “ Event of Default ”, wherever used herein, means any one of the following events (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body):

  

 (a)             default
in the payment of any interest on any Controlling Class of Note when the same becomes due and payable, and such default shall continue
for a period of thirty-five (35) days;

  

 (b)             default
in the payment of the principal of or any installment of the principal of any Note on its related Stated Maturity Date;

  

 (c)             default
in the observance or performance of any representation, warranty, covenant or agreement of the Issuer made in this Indenture (other than
a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with)
or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition
in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period
of ninety (90) days after there shall have been given, by registered or certified mail, to the Issuer by the Indenture Trustee or to
the Issuer and the Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of the Controlling Class of Notes,
a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such
notice is a notice of Default hereunder;

  

 (d)             the
filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part
of the Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter
in effect, or the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer
or for any substantial part of the Trust Estate, or the ordering of the winding-up or liquidation of the Issuer’s affairs, and
such decree or order shall remain unstayed and in effect for a period of ninety (90) consecutive days; or

  

 27 (2026-B Indenture)

  

  

 (e)              the
commencement by the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar law now
or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary case under any such law, or
the consent by the Issuer to the appointment of or taking of possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Issuer or for any substantial part of the Trust Estate, or the making by the Issuer of any general assignment
for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of any
action by the Issuer in furtherance of any of the foregoing;

  

 provided,
however , that a delay in or failure of performance referred in clauses (a), (b) and (c) above for a period of an
additional sixty (60) days will not constitute an Event of Default if that delay or failure was caused by force majeure or other similar
occurrence.

  

 The Issuer shall promptly
deliver to the Indenture Trustee written notice in the form of an Officer’s Certificate of any event that with the giving of notice
and the lapse of time would become an Event of Default under clause (c), its status and what action the Issuer is taking or proposes
to take with respect thereto.

  

 Section 5.02             Acceleration
of Maturity; Rescission and Annulment .

  

 (a)             If
an Event of Default shall occur and be continuing, then and in every such case the Indenture Trustee may, and if so directed in writing
by the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes shall,
declare all the Notes to be then immediately due and payable, by a notice in writing to the Issuer (and to the Indenture Trustee if given
by Noteholders), and upon any such declaration the Outstanding Amount of such Notes, together with accrued and unpaid interest thereon
through the date of acceleration, shall become immediately due and payable.

  

 (b)             If
an Event of Default under this Indenture shall have occurred, the Indenture Trustee may, or if so requested in writing by Holders of
Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes, shall, declare by written
notice to the Issuer all of the Notes to be immediately due and payable, and upon any such declaration, the Outstanding Amount of the
Notes, together with accrued interest thereon through the date of acceleration, shall become immediately due and payable as provided
in the Notes set forth in Exhibit A-1, Exhibit A-2-A, Exhibit A-2-B, Exhibit A-3, Exhibit A-4, Exhibit B
and Exhibit C. Notwithstanding anything to the contrary in this paragraph (b), if an Event of Default specified in clauses (d) or
(e) of Section 5.01 shall have occurred and be continuing the Notes shall become immediately due and payable at par,
together with accrued interest thereon.

  

 28 (2026-B Indenture)

  

  

 (c)             At
any time after such declaration of acceleration of maturity has been made, the Holders of Notes representing a majority of the Outstanding
Amount of the Controlling Class of Notes, by written notice to the Issuer and the Indenture Trustee, may rescind and annul such
declaration and its consequences if:

  

 (i)             the
Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

  

 (A)            all
payments of principal of and interest on the Notes and all other amounts that would then be due hereunder or upon such Notes if the Event
of Default giving rise to such acceleration had not occurred; and

  

 (B)             all
sums paid by the Indenture Trustee hereunder and the reasonable compensation, indemnity, reimbursement, expenses and disbursements of
the Indenture Trustee and its agents and counsel and the reasonable compensation, expenses and disbursements of the Owner Trustee and
its agents and counsel; and

  

 (ii)            all
Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been
cured or waived as provided in Section 5.12 .

  

 No such rescission shall affect any subsequent
default or impair any right consequent thereto.

  

 Section 5.03             Collection
of Indebtedness and Suits for Enforcement by Indenture Trustee .

  

 (a)             The
Issuer covenants that if (i) a default is made in the payment of any interest on any Note when the same becomes due and payable,
and such default continues for a period of thirty-five (35) days or (ii) a default is made in the payment of the principal of or
any installment of the principal of any Note when the same becomes due and payable, the Issuer will, upon demand of the Indenture Trustee,
pay to it, for the benefit of the Holders of the Notes, the entire amount then due and payable on such Notes in respect of principal
and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable,
on overdue installments of interest at the related Interest Rate and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including the reasonable compensation, expenses and disbursements of the Indenture Trustee
and its agents and counsel.

  

 (b)             In
case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment
or final decree, and may enforce the same against the Issuer or other obligor on such Notes and collect in the manner provided by law
out of the Trust Estate or the property of any other obligor on such Notes, wherever situated, the moneys adjudged or decreed to be payable.

  

 (c)             If
an Event of Default occurs, the Indenture Trustee may, as more particularly provided in Section 5.04 , or shall, at the directions
of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling Class of Notes, proceed
to protect and enforce its rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture Trustee or the
Indenture Trustee at the direction of the Holders of Notes representing not less than a majority of the Outstanding Amount of the Controlling
Class of Notes shall reasonably deem most effective to protect and enforce any such rights, whether for the specific enforcement
of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by law.

  

 29 (2026-B Indenture)

  

  

 (d)             In
case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest
in the Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency
or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case
of any other comparable Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

  

 (i)             to
file and prove a claim or claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file
such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim
for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of reasonable out-of-pocket expenses and liabilities incurred, by the Indenture Trustee and each predecessor
Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings;

  

 (ii)            unless
prohibited by applicable law or regulation, to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee
or a Person performing similar functions in any such Proceedings;

  

 (iii)           to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders and of the Indenture Trustee on their behalf; and

  

 (iv)           to
file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture
Trustee or the Holders of Notes allowed in any Proceedings relative to the Issuer, its creditors or its property;

  

 and any trustee, receiver, liquidator, custodian
or other similar official in any such Proceeding is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee
and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders, to pay to the Indenture
Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee
and their respective agents, attorneys and counsel, and all other expenses, reimbursements, indemnities and liabilities incurred by the
Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith.

  

 30 (2026-B Indenture)

  

  

 (e)             Nothing
herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf
of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder
thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding except, as aforesaid,
to vote for the election of a trustee in bankruptcy or similar Person.

  

 (f)              All
rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without
the possession of any of the Notes or the production thereof in any Proceedings relative thereto, and any such Proceedings instituted
by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the Notes.

  

 (g)             In
any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Holders of the Notes, and
it shall not be necessary to make any Noteholder a party to any such Proceedings.

  

 Section 5.04             Remedies;
Priorities .

  

 (a)             If
an Event of Default shall have occurred and be continuing, the Indenture Trustee may do one or more of the following (subject to Section 5.05 ):

  

 (i)             institute
Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes or under this
Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any
other obligor on such Notes moneys adjudged due;

  

 (ii)            institute
Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Trust Estate;

  

 (iii)           exercise
any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of
the Indenture Trustee and the Holders of the Notes; and

  

 (iv)           sell
the Trust Estate or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in
any manner permitted by law;

  

 provided that Indenture Trustee may not sell
or otherwise liquidate the Trust Estate following an Event of Default unless:

  

 (A)            the
Event of Default is of the type described in Section 5.01(a)  or (b) ; or

  

 31 (2026-B Indenture)

  

  

 (B)            with
respect to an Event of Default described in Section 5.01(c) :

  

 (1)             the
Noteholders of all Outstanding Notes and the Certificateholders of all outstanding Certificates consent thereto; or

  

 (2)             the
proceeds of such sale or liquidation are sufficient to pay in full the principal of and accrued interest on the Outstanding Notes and
outstanding Certificates.

  

 (C)             with
respect to any Event of Default described in Section 5.01(d)  and (e) :

  

 (1)             the
Noteholders of Notes evidencing 100% of the Outstanding Amount of the Controlling Class consent thereto; or

  

 (2)             the
proceeds of such sale or liquidation are sufficient to pay in full the principal of and the accrued interest on the Outstanding Notes;
or

  

 (3)             the
Indenture Trustee

  

 (x)             determines
(but shall have no obligation to make such determination) that the Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable; and

  

 (y)             the
Indenture Trustee obtains the consent of Noteholders of Notes evidencing not less than 66 2/3% of the Outstanding Amount of the Controlling
Class.

  

 In determining such sufficiency
or insufficiency with respect to clause 5.04(a)(iv)(B)(2) and 5.04(a)(iv)(C)(2) or 5.04(a)(iv)(C)(3)(x) above, Indenture
Trustee may, but need not, obtain at the Issuer’s expense, and rely upon an opinion of an Independent investment banking or accounting
firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such purpose.

  

 (b)             (i)              Notwithstanding
the provisions of Section 8.02 , following the occurrence and during the continuation of an Event of Default specified in
 Section 5.01(a) , 5.01(b) , 5.01(d)  or 5.01(e)  which has resulted in an acceleration of the
Notes (or following the occurrence of any such event after an Event of Default specified in Section 5.01(c)  has occurred
and the Trust Estate has been liquidated), if the Indenture Trustee collects any money or property, it shall pay out such money or property
(and other amounts including amounts held on deposit in the Reserve Account) held as Collateral for the benefit of the Noteholders, net
of liquidation costs associated with the sale of the Trust Estate, in the following order:

  

 FIRST:  to the
Indenture Trustee, any amounts due under Section 6.08 and to the Owner Trustee, any amounts due under Article 8 of the
Trust Agreement, pro rata, to the extent that such amounts were not previously paid by the Servicer or the Administrator, as applicable;

  

 32 (2026-B Indenture)

  

  

 SECOND:  to the
Servicer for due and unpaid Servicing Fees (except that amounts on deposit in the Reserve Account may not be used for this purpose as
long as the Servicer is HCA or an Affiliate thereof) and Advances not previously reimbursed (except that amounts on deposit in the Reserve
Account may not be used for this purpose);

  

 THIRD: to the Asset Representations
Reviewer, any amounts due under the Asset Representations Review Agreement that were not previously paid by the Servicer;

  

 FOURTH:  to Class A
Noteholders for amounts due and unpaid on the Class A Notes in respect of interest, without preference or priority of any kind,
according to the amounts due and payable on the Class A Notes in respect of interest; provided that if there are not sufficient
funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes, the amounts available shall be
applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount of interest due on each Class of
Class A Notes;

  

 FIFTH:  to Holders
of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes in respect of principal, without preference or priority
of any kind, according to the amounts due and payable on the Class A-1 Notes in respect of principal, until the Outstanding Amount
of the Class A-1 Notes is redu…

EX-10.1 · tm2615711d12_ex10-1.htm

EX-10.1
 4
 tm2615711d12_ex10-1.htm
 EXHIBIT 10.1

 Exhibit 10.1

 RECEIVABLES PURCHASE AGREEMENT

 between

 HYUNDAI CAPITAL AMERICA,

 as Seller,

 and

 Hyundai
ABS Funding, LLC ,

 as Depositor

 Dated as of June 17, 2026

 (2026-B Receivables Purchase Agreement)

 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

 Section 2.02
 The Closing
 3

 ARTICLE III. Representations and Warranties
 3

 Section 3.01
 Representations and Warranties of Depositor
 3

 Section 3.02
 Representations and Warranties of Seller
 4

 ARTICLE IV. Conditions
 7

 Section 4.01
 Conditions to Obligation of the Depositor
 7

 Section 4.02
 Conditions to Obligation of the Seller
 8

 ARTICLE V. Covenants of the Seller
 8

 Section 5.01
 Protection of Right, Title and Interest
 8

 Section 5.02
 Other Liens or Interests
 9

 Section 5.03
 Costs and Expenses
 9

 ARTICLE VI. Indemnification
 9

 Section 6.01
 Indemnification
 9

 ARTICLE VII. Miscellaneous Provisions
 9

 Section 7.01
 Obligations of Seller
 9

 Section 7.02
 Repurchase Events
 10

 Section 7.03
 Depositor Assignment of Repurchased Receivables
 10

 Section 7.04
 Transfer to the Issuer
 10

 Section 7.05
 Amendment
 11

 Section 7.06
 Waivers
 11

 Section 7.07
 Notices
 11

 Section 7.08
 Costs and Expenses
 12

 Section 7.09
 Representations of the Seller and the Depositor
 12

 Section 7.10
 Confidential Information
 12

 Section 7.11
 Headings and Cross-References
 12

 Section 7.12
 GOVERNING LAW
 12

 Section 7.13
 Counterparts; Electronic Signatures and Transmission
 12

 Section 7.14
 Third Party Beneficiary
 13

 Section 7.15
 No Proceedings
 13

 Section 7.16
 Nonpetition Covenant
 13

 Section 7.17
 Dispute Resolution
 13

 i (2026-B Receivables Purchase Agreement)

 Table of Contents

 (continued)

 Page

 SCHEDULE I
 Schedule of Receivables
 I-1

 EXHIBIT
 A   Representations and Warranties as to the Receivables
 A-1

 ii (2026-B Receivables Purchase Agreement)

 RECEIVABLES PURCHASE AGREEMENT
dated as of June 17, 2026, (this “ Agreement ”) between HYUNDAI CAPITAL AMERICA, a California corporation, as seller
(the “ Seller ”), and Hyundai ABS Funding, LLC , a Delaware limited liability
company, as depositor (the “ Depositor ”).

 RECITALS

 WHEREAS, in the regular course
of its business, the Seller has purchased certain retail installment sale contracts secured by new and used automobiles, light-duty trucks,
and other types of motor vehicles from motor vehicle dealers;

 WHEREAS, the Seller and the
Depositor wish to set forth the terms pursuant to which such contracts are to be sold by the Seller to the Depositor; and

 WHEREAS, the Depositor intends,
concurrently with its purchases hereunder, to convey all of its right, title and interest in and to $2,408,486,358.62 of such contracts
to Hyundai Auto Receivables Trust 2026-B (the “ Issuer ”) pursuant to the Sale and Servicing Agreement dated as of June 17,
2026 (the “ Sale and Servicing Agreement ”), by and among the Issuer, the Depositor, the Seller, as Seller and Servicer,
and Citibank, N.A., as indenture trustee (the “ Indenture Trustee ”), and the Issuer intends to pledge all of its right,
title and interest in such contracts to the Indenture Trustee pursuant to the Indenture.

 NOW, THEREFORE, in consideration
of the foregoing, other good and valuable consideration and the mutual terms and covenants contained herein, the parties hereto agree
as follows:

 ARTICLE I.

 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
the Sale and Servicing 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.

 1 (2026-B Receivables Purchase Agreement)

 (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”.

 (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 .

 (a)             In
consideration of the Depositor’s delivery to the Seller on the Closing Date of an amount equal to the estimated fair market value
of the Purchased Assets, which amount shall be paid in the form of (i) cash, less the par value of the Retained Notes, if any, to
be issued to the Seller on the Closing Date, (ii) Retained Notes and (iii) a capital contribution initially made by the Seller
to the Depositor (collectively, the “ Purchase Price ”), the Seller does hereby sell, transfer, assign, set over and
otherwise convey to the Depositor without recourse (subject to the obligations of the Seller herein) all right, title, and interest of
the Seller in and to:

 (i)        
     the Receivables and all moneys identified thereon on or after the Cutoff Date;

 (ii)             the
security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other
interest of the Seller in such Financed Vehicles;

 (iii)            any
Liquidation Proceeds and any other proceeds from claims on any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors, including any vendor’s single interest or other collateral protection insurance policy;

 2 (2026-B Receivables Purchase Agreement)

 (iv)            any
property that shall have secured any Receivable and that shall have been acquired by or on behalf of the Seller;

 (v)             all
documents and other items contained in the Receivable Files;

 (vi)            all
proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and

 (vii)           the
proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (vi) above, the “ Purchased
Assets ”).

 The Depositor shall make payment in respect of
the Purchase Price upon demand by the Seller. The Depositor shall deposit an amount equal to the Reserve Account Deposit into the Reserve
Account on the Closing Date, which account shall be an asset of the Issuer and pledged to the Indenture Trustee pursuant to the Indenture.

 (b)             The
Seller and the Depositor intend that the transfer of the Purchased Assets by the Seller to the Depositor pursuant to this Agreement be
a sale of the ownership interest in such assets to the Depositor, rather than the mere granting of a security interest to secure a borrowing.
In the event, however, that such transfer is deemed not to be a sale but to be of a mere security interest to secure a borrowing or such
transfer is otherwise not effective to sell the Receivables and other property described in Section 2.01(a) hereof,
the Seller shall be deemed to have hereby granted to the Depositor a perfected first priority security interest in all such assets, and
this Agreement shall constitute a security agreement under applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04
hereof, the Depositor may sell, transfer and assign to the Issuer (i) all or any portion of the assets assigned to the Depositor
hereunder, (ii) all or any portion of the Depositor’s rights against the Seller under this Agreement and (iii) all proceeds
thereof. Such assignment may be made by the Depositor with or without an assignment by the Depositor of its rights under this Agreement,
and without further notice to or acknowledgement from the Seller. The Seller waives, to the extent permitted under applicable law, all
claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against the Depositor or any assignee
of the Depositor relating to such action by the Depositor in connection with the transactions contemplated by the Sale and Servicing
Agreement.

 Section 2.02            The
Closing . The sale and purchase of the Receivables shall take place at a closing at the offices of Mayer Brown LLP, 71 South Wacker
Drive, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement,
(b) the Indenture and (c) the Trust Agreement.

 ARTICLE III.

Representations and Warranties

 Section 3.01            Representations
and Warranties of Depositor . The Depositor hereby represents and warrants as follows to the Seller and the Indenture Trustee as of
the Closing Date:

 (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, including the power, authority and legal right to acquire and sell the
Receivables.

 3 (2026-B Receivables Purchase Agreement)

 (b)             Power
and Authority . The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action.

 (c)             No
Violation . The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default
under, the charter or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by
which it is bound. There shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing
breaches, violations, Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Depositor’s
ability to perform its obligations under the Basic Documents or the consummation of the transactions as contemplated by the Basic Documents.

 Section 3.02            Representations
and Warranties of Seller .

 (a)             The
Seller hereby makes the following representations and warranties as of the Closing Date on which the Depositor relies in accepting the
Purchased Assets and in transferring the Purchased Assets to the Issuer under the Sale and Servicing Agreement, and on which the Issuer
relies in pledging the same to the Indenture Trustee. Such representations and warranties speak as of the Closing Date, but shall survive
the sale, transfer and assignment of the Purchased Assets to the Depositor, the subsequent sale, transfer and assignment of the Purchased
Assets by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the same by the Issuer to the Indenture
Trustee pursuant to the Indenture:

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

 (ii)             Due
Qualification . The Seller is duly qualified to do business as a foreign corporation in good standing, and has obtained all necessary
licenses and approvals, in all jurisdictions where the failure to do so would reasonably be expected to materially and adversely affect
the Seller’s ability to acquire, own and service the Receivables.

 (iii)            Power
and Authority . The Seller has the power and authority to execute and deliver this Agreement and the other Basic Documents to which
it is a party and to carry out their respective terms; the Seller had at all relevant times, and has, full power, authority and legal
right to sell, transfer and assign the property sold, transferred and assigned to the Depositor hereby and has duly authorized such sale,
transfer and assignment to the Depositor by all necessary corporate action; and the execution, delivery and performance of this Agreement
and the other Basic Documents to which the Seller is a party have been duly authorized by the Seller by all necessary corporate action.

 4 (2026-B Receivables Purchase Agreement)

 (iv)            No
Violation . The consummation of the transactions contemplated by this Agreement and the other Basic Documents to which the Seller
is a party and the performance of its obligations under this Agreement and other Basic Documents to which it is a party do not conflict
with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default
under, the articles of incorporation or bylaws of the Seller, or any indenture, agreement or other instrument to which the Seller is
a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms
of any such indenture, agreement or other instrument (other than this Agreement and the other Basic Documents), or violate any law or,
to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state
regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. There
shall be no breach of the representations and warranties in this paragraph resulting from any of the foregoing breaches, violations,
Liens or other matters which, individually or in the aggregate, would not materially and adversely affect the Seller’s ability
to perform its obligations under the Basic Documents or the consummation of the transactions as contemplated by the Basic Documents.

 (v)             No
Proceedings . There are no proceedings or investigations pending or, to the Seller’s knowledge, threatened in writing against
the Seller before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the
Seller or its properties (A) asserting the invalidity of this Agreement or any other Basic Document to which the Seller is a party,
(B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Basic Document to
which the Seller is a party or (C) seeking any determination or ruling that would materially and adversely affect the performance
by the Seller of its obligations under, or the validity or enforceability of, this Agreement or any other Basic Document to which the
Seller is a party.

 (vi)            Valid
Sale, Binding Obligation . The Basic Documents constitute a valid sale, transfer and assignment to the Depositor of all right, title
and interest of the Seller in the Receivables and the proceeds thereof. The Receivables will not be considered part of the Seller’s
estate in the event of a bankruptcy of the Seller. This Agreement and the other Basic Documents to which the Seller is a party, when
duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Seller,
enforceable against the Seller in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization and similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and
to general principles of equity (whether applied in a proceeding at law or in equity).

 (vii)           No
Consents . The Seller is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization,
or declaration of or with any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity,
or enforceability of this Agreement or any other Basic Document to which it is a party that has not already been obtained, other than
(A) UCC filings and (B) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained
or made, would not have a material adverse effect on the enforceability or collectability of the Receivables or would not materially
and adversely affect the ability of the Depositor to perform its obligations under the Basic Documents.

 5 (2026-B Receivables Purchase Agreement)

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

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

 (x)              Creditors .
The Seller did not sell the Receivables to the Depositor with any intent to hinder, delay or defraud any of its creditors.

 (xi)             No
Notice . The Seller acquired title to the Receivables in good faith, without notice of any adverse claim.

 (xii)            Investment
Company Act . The Seller is not required to be registered as an “investment company” or “controlled by an investment
company” within the meaning of the Investment Company Act of 1940.

 (xiii)          Selection
Procedures . No selection procedures believed by the Seller to be adverse to the Noteholders were utilized in selecting the Receivables
from the Seller’s portfolio of retail installment sale contracts.

 (xiv)          Security
Interest in Purchased Assets . This Agreement creates a valid and continuing security interest (as defined in the applicable UCC)
in the Purchased Assets in favor of the Depositor, which 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 against all creditors of and purchasers from the Seller.

 (xv)           Good
Title to Purchased Assets . Immediately before the sale and assignment under this Agreement, the Seller has good and marketable title
to the Purchased Assets free and clear of any Lien, other than Permitted Liens and any Lien that will be released prior to the assignment
hereunder, and, immediately after the sale and assignment under this Agreement, the Depositor will have good and marketable title to
the Purchased Assets, free and clear of any Lien, other than Permitted Liens.

 (xvi)          All
Filings Made . All filings (including UCC filings) required to be made in any jurisdiction to give the Issuer a first priority perfected
security interest in the Receivables (other than the Related Security with respect thereto, to the extent that an ownership interest
cannot be perfected by the filing of a financing statement) and the Indenture Trustee a first priority perfected security interest in
the Receivables will be made within ten days of the Closing Date.

 (b)             On
the Closing Date, the Seller hereby makes the representations and warranties with respect to the Receivables set forth on Exhibit A
to this Agreement, on which the Depositor relies in accepting the Receivables and in transferring the Receivables to the Issuer under
the Sale and Servicing Agreement, and on which the Issuer relies in pledging the same to the Indenture Trustee. Such representations
and warranties speak as of the execution and delivery of this Agreement or as of the Cutoff Date, as applicable, but shall survive the
sale, transfer and assignment of the Receivables to the Depositor, the subsequent sale, transfer and assignment of the Receivables by
the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture
Trustee pursuant to the Indenture. Any inaccuracy in any of such representations or warranties shall be deemed not to constitute a breach
of such representations or warranties if such inaccuracy does not affect the ability of the Issuer to receive and retain payment in full
on such Receivable.

 6 (2026-B Receivables Purchase Agreement)

 (i)              The
Seller hereby acknowledges and agrees that under the Sale and Servicing Agreement, the Depositor will transfer to the Issuer the Depositor’s
rights under this Agreement, including the representations and warranties of the Seller as set forth on Exhibit A to this
Agreement, 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 this Agreement.

 (ii)             The
Seller hereby agrees that the Issuer shall have the right to enforce any and all rights under this Agreement assigned to the Issuer under
the Sale and Servicing Agreement, including the right to cause the Seller to repurchase any Receivable with respect to which it is in
breach of any of its representations and warranties set forth in Exhibit A , directly against the Seller as though the Issuer
were a party to this Agreement, and the Issuer shall not be obligated to exercise any such rights indirectly through the Purchaser.

 ARTICLE IV.

 Conditions

 Section 4.01            Conditions
to Obligation of the Depositor . The obligation of the Depositor to purchase the Receivables is subject to the satisfaction of the
following conditions:

 (a)             Representations
and Warranties True . The representations and warranties of the Seller hereunder shall be true and correct on the Cutoff Date with
the same effect as if then made, and the Seller shall have performed all obligations to be performed by it hereunder on or prior to the
Cutoff Date.

 (b)             Computer
Files Marked . The Seller shall, at its own expense, on or prior to the Cutoff Date, indicate in its computer files that the Receivables
have been sold to the Depositor pursuant to this Agreement and deliver to the Depositor the Schedule of Receivables, certified by the
Seller’s President, a Vice President or the Treasurer to be true, correct and complete.

 (c)             Documents
To Be Delivered by the Seller on the Closing Date .

 (i)              Evidence
of UCC Filing . The Seller shall record and file, at its own expense, a UCC-1 financing statement, in each jurisdiction in which required
by applicable law, naming the Seller as debtor and naming the Depositor as secured party, describing the Receivables and the other assets
assigned to the Depositor pursuant to Section 2.01 hereof, meeting the requirements of the laws of each such jurisdiction and in
such manner as is necessary to perfect the sale, transfer, assignment and conveyance of the Receivables and such other assets to the
Depositor. The Seller shall deliver to the Depositor a file-stamped copy or other evidence satisfactory to the Depositor of such filing
on or prior to the Closing Date.

 (ii)       
     Other Documents . Such other documents as the Depositor may reasonably request.

 7 (2026-B Receivables Purchase Agreement)

 (d)             Other
Transactions . The transactions contemplated by the Sale and Servicing Agreement, the Indenture and the Trust Agreement to be consummated
on the Closing Date shall be consummated on such date.

 Section 4.02            Conditions
to Obligation of the Seller . The obligation of the Seller to sell the Receivables to the Depositor is subject to the satisfaction
of the following conditions:

 (a)             Representations
and Warranties True . The representations and warranties of the Depositor hereunder shall be true and correct on the Closing Date
with the same effect as if then made, and the Depositor shall have performed all obligations to be performed by it hereunder on or prior
to the Closing Date.

 (b)             Receivables
Purchase Price . On the Closing Date, the Depositor shall have delivered to the Seller the Purchase Price specified in Section 2.01 .

 ARTICLE V.

 Covenants
of the Seller

 The Seller agrees with the
Depositor and the Indenture Trustee as follows:

 Section 5.01            Protection
of Right, Title and Interest .

 (a)             Filings .
The Seller shall cause, at its own expense, all financing statements and continuation statements and any other necessary documents (other
than the costs to re-title the Financed Vehicles in order to name a party other than the Seller as lienholder) covering the right, title
and interest of the Seller, the Depositor, the Trust and the Indenture Trustee, respectively, in and to the Receivables and the other
property included in the Trust Estate to be promptly filed and at all times to be kept recorded, registered and filed, all in such manner
and in such places as may be required by law fully to preserve and protect the right, title and interest of the Depositor hereunder,
the Trust under the Sale and Servicing Agreement and the Indenture Trustee under the Indenture in and to the Receivables and the other
property included in the Trust Estate. The Seller shall deliver to the Depositor and the Indenture Trustee file-stamped copies of, or
filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recordation, registration
or filing. The Depositor shall cooperate fully with the Seller in connection with the obligations set forth above and will execute any
and all documents reasonably required to fulfill the intent of this paragraph.

 (b)             Name
Change . If the Seller makes any change in its name, identity or corporate structure that would make any financing statement or continuation
statement filed in accordance with paragraph (a) above seriously misleading within the applicable provisions of the UCC or any title
statute, the Seller shall give the Depositor, the Indenture Trustee and the Owner Trustee prompt written notice thereof and shall promptly
file such financing statements or amendments as may be necessary to continue the perfection of the Depositor’s and the Indenture
Trustee’s interest in the property conveyed pursuant to Section 2.01 .

 8 (2026-B Receivables Purchase Agreement)

 Section 5.02            Other
Liens or Interests . Except for the conveyances hereunder and pursuant to the Basic Documents, the Seller shall not sell, pledge,
assign or transfer to any Person, or grant, create, incur, assume, or suffer to exist any Lien on, or any interest in, to or under the
Receivables, and the Seller shall defend the right, title and interest of the Depositor, the Trust and the Indenture Trustee in, to and
under the Receivables against all claims of third parties claiming through or under the Seller.

 Section 5.03            Costs
and Expenses . The Seller agrees to pay all reasonable costs and disbursements in connection with the perfection, as against all third
parties, of the Depositor’s, the Issuer’s and the Indenture Trustee’s right, title and interest in and to the Receivables
and the other property included in the Trust Estate.

 ARTICLE VI.

 Indemnification

 Section 6.01            Indemnification .

 Without limiting any other
rights any such Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds harmless the Depositor and
its officers, directors, agents and employees from and against any and all damages, losses, claims, liabilities, penalties, costs and
expenses (including reasonable attorneys’ fees and court costs) (all of the foregoing collectively, the “ Indemnified Losses ”)
at any time imposed on or incurred by any of the Depositor and its officers, directors, agents and employees arising out of or otherwise
relating to this Agreement, the transactions contemplated hereby or the acquisition of any of the Receivables, or any action taken or
omitted by any of such parties, whether arising by reason of the acts to be performed by the Seller hereunder or otherwise, excluding
only Indemnified Losses to the extent (a) such Indemnified Losses resulted from gross negligence or willful misconduct of the Depositor
or its officers, directors, agents or employees seeking indemnification, (b) due to the financial inability of the Obligor to pay
a Receivable and for which reimbursement would constitute recourse to the Seller for uncollectible Receivables or (c) such Indemnified
Losses include taxes on, or measured by, the overall net income of the Depositor or its officers, directors, agents and employees.

 ARTICLE VII.

 Miscellaneous
Provisions

 Section 7.01            Obligations
of Seller . The obligations of the Seller under this Agreement shall not be affected by reason of any invalidity, illegality or irregularity
of any Receivable.

 9 (2026-B Receivables Purchase Agreement)

 Section 7.02            Repurchase
Events . The Seller hereby covenants and agrees that if the Seller discovers or is notified by a Requesting Party with a Repurchase
Request regarding a breach of any of the Seller’s representations and warranties contained in Section 3.02(b) at
the time such representations and warranties were made, the Seller will investigate the Receivable to confirm the breach and determine
if the breach materially and adversely affects the interests of the Issuer or the Noteholders and triggers a repurchase event (“ Repurchase
Event ”). Upon discovery by any party hereto of a Repurchase Event, 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 Seller under this Section 7.02 . 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 60 th day (or, if the Seller elects,
an earlier Payment Date) after the date that the Seller became aware of or was notified 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 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 any Receivable
as described above shall constitute the sole remedy respecting such breach available to the Issuer, the Noteholders, the Owner Trustee,
the Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee will have any duty to conduct an
affirmative investigation as to the occurrence of any condition requiring the repurchase of any Receivable pursuant to this Section 7.02 .

 Section 7.03            Depositor
Assignment of Repurchased Receivables . With respect to all Receivables repurchased by the Seller pursuant to this Agreement, the
Depositor shall assign, without recourse, representation or warranty, to the Seller all of the Depositor’s right, title and interest
in and to such Receivables and all security and documents relating thereto.

 Section 7.04            Transfer
to the Issuer . The Seller acknowledges and agrees that (1) the Depositor will, pursuant to the Sale and Servicing Agreement,
transfer and assign the Receivables and assign its rights under this Agreement with respect thereto to the Issuer and, pursuant to the
Indenture, the Issuer will pledge the Receivables to the Indenture Trustee, and (2) the representations and warranties contained
in this Agreement and the rights of the Depositor under this Agreement, including under Section 7.02 , are intended to benefit
the Issuer, the Noteholders and the Certificateholder. The Seller hereby consents to such transfers and assignments and agrees that enforcement
of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have the same force and effect as if the
right or remedy had been enforced or executed by the Depositor.

 10 (2026-B Receivables Purchase Agreement)

 Section 7.05            Amendment .

 (a)             This
Agreement may be amended from time to time, with prior written notice to the Rating Agencies but without the consent of the Noteholders
or the Certificateholder, by a written amendment duly executed and delivered by the Seller and the Depositor, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the
rights of Noteholders or the Certificateholder subject to the satisfaction of one of the following conditions:

 (i)              the
Depositor or the Seller 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 by the Seller and the Depositor, with prior written notice to the Rating Agencies and the prior written
consent of Holders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Class of the Notes and Holders
of Certificates evidencing at least a majority of the Certificate Percentage Interests (excluding, for purposes of this Section 7.05 ,
Certificates held by the Seller or any of its affiliates), for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholder; provided ,
 however , that no such amendment may (i) reduce the interest rate or principal amount of any Note or the percentage interest
of any Certificate or delay the Stated Maturity Date of any Note without the consent of the Holder of such Note or (ii) reduce the
aforesaid percentage of the Notes or the Certificates that is required to consent to any such amendment, without the consent of the Holders
of all the outstanding Notes and Certificates.

 Section 7.06            Waivers .
No failure or delay on the part of the Depositor, the Issuer or the Indenture Trustee in exercising any power, right or remedy under
this Agreement or the Bill of Sale shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.

 Section 7.07            Notices .
All demands, notices and communications under this Agreement shall be in writing, electronically delivered, personally delivered or mailed
by certified mail, return receipt requested, to: (1) in the case of the Seller, Hyundai Capital America, 3161 Michelson Drive, Suite 1900, Irvine,
California 92612, Attention: Treasurer; (2) in the case of the Depositor, Hyundai ABS Funding ,
LLC , 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: President and Secretary; (3) in the
case of Fitch, to Fitch Ratings, Inc., 300 W. 57th Street, New York, NY 10019, Attention: Asset Backed Surveillance; and (4) in
the case of S&P, via electronic delivery to Servicer_reports@sandp.com or at the following address: S&P Global Ratings, 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.

 11 (2026-B Receivables Purchase Agreement)

 Section 7.08            Costs
and Expenses . The Seller shall pay all expenses incident to the performance of its obligations under this Agreement and the Seller
agrees to pay all reasonable out-of-pocket costs and expenses of the Depositor, in connection with the perfection as against third parties
of the Depositor’s, the Issuer’s and the Indenture Trustee’s right, title and interest in and to the Receivables and
the enforcement of any obligation of the Seller hereunder.

 Section 7.09            Representations
of the Seller and the Depositor . The respective agreements, representations, warranties and other statements by the Seller and the
Depositor set forth in or made pursuant to this Agreement shall remain in full force and effect and will survive the closing under Section 2.02
and the transfers and assignments referred to in Section 7.04 .

 Section 7.10            Confidential
Information . The Depositor agrees that it will neither use nor disclose to any Person the names and addresses of the Obligors, except
to enforce the Depositor’s rights hereunder, under the Receivables, under the Sale and Servicing Agreement or any other Basic Document,
or as required by any of the foregoing or by law.

 Section 7.11            Headings
and Cross-References . The various headings in this Agreement are included for convenience only and shall not affect the meaning or
interpretation of any provision of this Agreement. References in this Agreement to section names or numbers are to such Sections of this
Agreement.

 Section 7.12            GOVERNING
LAW . THIS AGREEMENT AND THE ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER OR THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 Section 7.13            Counterparts;
Electronic Signatures and Transmission .

 (a)             This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement by Electronic Transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

 (b)             For
purposes of this Agreement, any reference to “written” or “in writing” means any form of written communication,
including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission.
The Indenture Trustee and the Issuer are authorized to accept written instructions, directions, reports, notices or other communications
signed manually, by way of facsimiled signatures, or delivered by Electronic Transmission. In the absence of bad faith or negligence
on its part, each of the Indenture Trustee and the Issuer may conclusively rely on the fact that the Person sending instructions, directions,
reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions,
directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission
and, in the absence of bad faith or negligence, shall not have any liability for any losses, liabilities, costs or expenses incurred
or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other
communications or information to the Indenture Trustee or the Issuer, including, without limitation, the risk of either the Indenture
Trustee or Issuer acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception
and misuse by third parties.

 12 (2026-B Receivables Purchase Agreement)

 (c)             The
words “execution,” “signed,” “signature,” “delivery,” and words of like import in or
relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include
electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act or any other similar state laws based on the Uniform Electronic Transactions Act.

 (d)             Notwithstanding
anything to the contrary in this Agreement, any and all communications (both text and attachments) by or from the Indenture Trustee that
the Indenture Trustee in its sole discretion deems to contain confidential, proprietary and/or sensitive information and sent by Electronic
Transmission will be encrypted. The recipient of the Electronic Transmission may be required to complete a one-time registration process.

 Section 7.14            Third
Party Beneficiary . The Indenture Trustee is an express third party beneficiary of this Agreement and shall be entitled to enforce
the provisions of this Agreement as if it were a party hereto.

 Section 7.15            No
Proceedings . So long as this Agreement is in effect, and for one year plus one day following its termination, the Seller agrees that
it will not file any involuntary petition or otherwise institute any bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy law or similar law against the Trust.

 Section 7.16            Nonpetition
Covenant . Notwithstanding any prior termination of this Agreement, the Seller shall not, prior to the date that is one year and one
day after the termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise invoke or cause the Depositor
to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Depositor under
any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the
affairs of the Depositor.

 Section 7.17            Dispute
Resolution .

 (a)             If
a Requesting Party submits a Repurchase Request to the Seller pursuant to Section 7.02 of this Agreement and the Repurchase
Request has not been fulfilled or otherwise resolved to the reasonable satisfaction of the Requesting Party within 180 days of the receipt
of notice of the request by the Seller, the Requesting Party will have the right to refer the matter, at its discretion, to either mediation
(including non-binding arbitration) or binding arbitration pursuant to this Section 7.17 . Dispute resolution to resolve any
repurchase request will be available regardless of whether the Noteholders vote to direct an Asset Representations Review.

 13 (2026-B Receivables Purchase Agreement)

 (b)             The
Requesting Party will provide notice in accordance with the provisions of Section 7.07 of its intention to refer the matter
to mediation (including non-binding arbitration) or binding arbitration, as applicable, to the Seller, with a copy to the Issuer, the
Depositor, the Owner Trustee and the Indenture Trustee. The Seller agrees that it will participate in the resolution method selected
by the Requesting Party. Any settlement agreement reached in a mediation and any decision by an arbitrator in a binding arbitration shall
be binding upon the Requesting Party, the Issuer, the Owner Trustee, and the Indenture Trustee with respect to the Receivable that is
the subject matter of the Repurchase Request, and, in that situation, issues relating to that Receivable may not be re-litigated by the
Requesting Party or the Seller or become the subject of a subsequent Repurchase Request by the Requesting Party in mediation (including
non-binding arbitration), arbitration, court, or otherwise.

 (c)             If
the Requesting Party selects mediation as the resolution method, the following provisions will apply:

 (i)              The
mediation will be administered by a nationally recognized arbitration and mediation association selected by the Requesting Party pursuant
to such association’s mediation procedures in effect at such time.

 (ii)             The
fees and expenses of the mediation will be allocated as mutually agreed by the Requesting Party and the Seller as part of the mediation.

 (iii)            The
mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the repurchase
dispute and will be appointed from a list of neutrals maintained by the AAA.

 (d)             If
the Requesting Party selects arbitration as the resolution method, the following provisions will apply:

 (i)              The
arbitration will be administered by a nationally recognized arbitration and mediation association jointly selected by the Requesting
Party and the Seller, and if the Requesting Party and the Seller are unable to agree on an association, by the AAA, and conducted pursuant
to such association’s arbitration procedures in effect at such time.

 (ii)             The
arbitrator will be impartial, knowledgeable about and experienced with the laws of the State of New York that are relevant to the dispute
hereunder and will be appointed from a list of neutrals maintained by AAA.

 (iii)            The
arbitrator will make its final determination no later than 90 days after appointment or as soon as practicable thereafter. The arbitrator
will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any way. The
arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by it, and the Requesting
Party shall not be required to pay more than the applicable Purchased Amount with respect to any receivable which such Requesting Party
is required to repurchase under the terms of this Agreement. In its final determination, the arbitrator will determine and award the
costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative
fees) and reasonable attorneys’ fees to the Requesting Party and the Seller as determined by the arbitrator in its reasonable discretion.
The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the Requesting Party and
the Seller. For binding arbitration, the determination of the arbitrator will be final and non-appealable (absent manifest error), except
for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court
with jurisdiction over the Requesting Party and the Seller and the matter.

 14 (2026-B Receivables Purchase Agreement)

 (iv)            By
selecting binding arbitration, the Requesting Party waives the right to sue in court, including the right to a trial by jury.

 (e)             The
following provisions will apply to both mediations (including non-binding arbitrations) and arbitrations:

 (i)              Any
mediation or arbitration will be held in New York, New York or such other location mutually agreed to by the Requesting Party and the
Seller;

 (ii)             Notwithstanding
this dispute resolution provision, the Requesting Party and the Seller will have the right to seek provisional relief from a competent
court of law, including a temporary restraining order, preliminary injunction or attachment order, provided such relief would otherwise
be available by law;

 Other than as publicly available with the Commission
or otherwise publicly disclosed, the details and/or existence of any unfulfilled Repurchase Request, any meetings or discussions regarding
any unfulfilled Repurchase Request, mediations or arbitration proceedings conducted under this Section 7.17 , including all
offers, promises, conduct and statements, whether oral or written, made in the course of the Requesting Party and the Seller’s
attempt to resolve an unfulfilled Repurchase Request, any information exchanged in connection with any mediation, and any discovery taken
in connection with any arbitration (collectively, “ Confidential Information ”), shall be and remain confidential and
inadmissible (except as permitted in accordance with applicable law) for any purpose, including impeachment, in any mediation, arbitration
or litigation, or other proceeding (including any proceeding under this Section 7.17 ) other than as required to be disclosed
in accordance with applicable law, regulatory requirements, or court order or to the extent that the Requesting Party, in its sole discretion,
elects to disclose such information. Such information will be kept strictly confidential and will not be disclosed or discussed with
any third party, and except that a party may disclose such information to its own attorneys, experts, accountants and other agents and
representatives (collectively “ Representatives ”), as reasonably required in connection with any resolution procedure
under this Section 7.17 ), if the disclosing party (a) directs such Representatives to keep the information confidential,
(b) is responsible for any disclosure by its Representatives of such information and (c) takes at its sole expense all reasonable
measures to restrain such Representatives from disclosing such information. If any party receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for Confidential Information, the recipient will promptly notify the other
party and will provide the other party with the opportunity to object to the production of its Confidential Information or seek other
appropriate protective remedies, consistent with the applicable requirements of law and regulation. If, in the absence of a protective
order, such party or any of its representatives are compelled as a matter of law, regulation, legal process or by regulatory authority
to disclose any portion of the Confidential Information, such party may disclose to the party compelling disclosure only the part of
such Confidential Information that is required to be disclosed.

 [Remainder of Page Intentionally Left Blank]

 15 (2026-B Receivables Purchase Agreement)

 IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their respective duly authorized officers as of the date and year first above written.

 HYUNDAI CAPITAL AMERICA

 By:

 Name:
 Kwan Mook Lim

 Title:
 Chief Financial Officer

 S- 1 (2026-B Receivables Purchase Agreement)

 HYUNDAI ABS FUNDING, LLC

 By:

 Name:
 Charley Yoon

 Title:
 President and Secretary

 S- 2 (2026-B Receivables Purchase Agreement)

 SCHEDULE I

 Schedule of Receivables

 [To be delivered to the Trust at Closing]

 I- 1 (2026-B Receivables Purchase Agreement)

 EXHIBIT A

 Representations and Warranties

 as to the Receivables

 (i)             Characteristics
of Receivables . Each Receivable:

 (a)             was
originated by a Dealer located in the United States of America for the retail sale of a Financed Vehicle, is payable in United States
dollars, has been signed or electronically authenticated by the Obligor and the Dealer thereto, has been purchased by the Seller from
such Dealer under an existing Dealer Agreement and has been validly assigned by such Dealer to the Seller,

 (b)             has
created or shall create a first priority security interest in favor of the Seller in the Financed Vehicle, which security interest has
been assigned by the Seller to the Depositor and by the Depositor to the Issuer,

 (c)             contains
provisions that permit the repossession and sale of the Financed Vehicle upon a default under the Receivable by the Obligor,

 (d)             provided,
at origination, for fixed level monthly payments (provided that the first and last payments may be different from but in no event more
than three times the level payments) that fully amortize the Amount Financed over the original number of scheduled payments,

 (e)             amortizes
using the simple interest method,

 (f)              has
an Obligor which is not an affiliate of the Seller,

 (g)             has
an Obligor which is not listed on Seller’s electronic records related to receivables as a government or governmental subdivision
or agency, and

 (h)             has
an Obligor which is not shown on the Servicer’s electronic records related to receivables as a debtor in pending bankruptcy proceeding,

 (ii)             Compliance
with Law . Each Receivable complied at the time it was originated or made in all material respects with all requirements of law in
effect at that time and applicable to such Receivable.

 (iii)             Binding
Obligation . Each Receivable represents the legal and binding payment obligation of the Obligor, enforceable in all material respects
by the holder of the Receivable, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement
of creditors’ rights or by general equitable principles, consumer protection laws and the Servicemembers Civil Relief Act.

 (iv)             Chattel
Paper . 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. If such Receivable constitutes electronic chattel paper, the Seller has
“control” of such electronic chattel paper within the meaning of Section 9-105 of the applicable UCC.

 A- 1 (2026-B
 Receivables Purchase Agreement)

 (v)             One
Original . There is only one executed original, electronically authenticated original or authoritative copy of the “contract”
(within the meaning of the UCC) related to each Receivable.

 (vi)             Receivables
in Force . As of the Cutoff Date, the Servicer’s electronic records related to receivables do not indicate that any Receivable
was satisfied, subordinated or rescinded, or that any Financed Vehicle was released from the Lien of the related Receivable. As of the
Cutoff Date, none of the material terms of any Receivable has been expressly waived, altered or modified in any material respect since
its origination, except by instruments or documents identified in the Seller’s receivable system.

 (vii)             Lawful
Assignment . The terms of the Receivable do not prohibit the sale, transfer and assignment of such Receivable under this Agreement,
the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture.

 (viii)             Title .
Immediately prior to the transfers and assignments herein contemplated, the Seller has good and marketable title to each Receivable free
and clear of all Liens (except Permitted Liens and any Lien that will be released prior to the assignment of such Receivable hereunder),
and, immediately upon the transfer thereof, the Depositor shall have good and marketable title to each Receivable, free and clear of
all Liens except Permitted Liens.

 (ix)             No
Defenses . The Servicer’s electronic records related to receivables do not reflect any right of rescission, setoff, counterclaim
or defense asserted or threatened by any Obligor for any Receivable indicated in the Seller’s receivable system.

 (x)             No
Default . As of the Cutoff Date, the Servicer’s receivable system did not disclose that there was any payment default under
the terms of any Receivable (other than payment delinquencies of not more than 30 days).

 (xi)             Insurance .
Under the terms of each Receivable, the Obligor is required to maintain physical damage insurance covering the related Financed Vehicle.

 A- 2 (2026-B
 Receivables Purchase Agreement)

 (xii)             Individual
Characteristics . Each Receivable has the following individual characteristics as of the Cutoff Date:

 (a)             each
Receivable had an original number of scheduled payments of not less than 24 or more than 84,

 (b)             no
Receivable was more than 30 days past due as of the Cutoff Date,

 (c)             no
Receivable has a final scheduled payment date after March 13, 2033,

 (d)             no
Receivable has an APR of less than 0.00%,

 (e)             each
Receivable has a remaining number of scheduled payments of at least 5 and not more than 83,

 (f)              each
Receivable has a remaining balance of at least $5,000.00 and not greater than $100,000.00, and

 (g)             each
Receivable is secured by a new or used automobile, light-duty truck or other type of motor vehicle.

 A- 3 (2026-B
 Receivables Purchase Agreement)

EX-10.2 · tm2615711d12_ex10-2.htm

EX-10.2
 5
 tm2615711d12_ex10-2.htm
 EXHIBIT 10.2

 Exhibit 10.2

 SALE AND SERVICING AGREEMENT

 among

 HYUNDAI AUTO RECEIVABLES TRUST 2026-B,

Issuer,

 HYUNDAI ABS FUNDING, LLC,

Depositor,

 HYUNDAI CAPITAL AMERICA,

Seller and Servicer,

 and

 CITIBANK, N.A.,

Indenture Trustee

 Dated as of June 17, 2026

 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
 5

 Section 4.01 Duties of Servicer
 5

 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 Unfulfilled Servicer Obligations
 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
 14

 Section 5.03 Property of the Trust
 14

 Section 5.04 Purchased Amounts
 14

 Section 5.05 Distributions
 15

 Section 5.06 Reserve Account
 16

 Section 5.07 Statements to Securityholders
 17

 Section 5.08 Advances by the Servicer
 17

 ARTICLE VI. THE DEPOSITOR
 18

 Section 6.01 Representations of Depositor
 18

 Section 6.02 Company Existence
 20

 i (2026-B Sale and Servicing Agreement)

 TABLE OF CONTENTS

 (continued)

 Page

 Section 6.03 Liability of Depositor
 20

 Section 6.04 Merger or Consolidation of, or Assumption of the Obligations of, Depositor
 21

 Section 6.05 Amendment of Depositor’s Organizational Documents
 21

 ARTICLE VII. THE SERVICER
 21

 Section 7.01 Representations of Servicer
 21

 Section 7.02 Indemnities of Servicer
 23

 Section 7.03 Merger or Consolidation of, or Assumption of the Obligations of, Servicer
 24

 Section 7.04 Limitation on Liability of Servicer and Others
 24

 Section 7.05 Delegation of Duties
 25

 Section 7.06 Servicer Not to Resign
 25

 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
 27

 Section 8.04 Notification to Securityholders
 27

 Section 8.05 Waiver of Past Defaults
 27

 ARTICLE IX. TERMINATION
 28

 Section 9.01 Optional Purchase of All Receivables
 28

 ARTICLE X. MISCELLANEOUS
 28

 Section 10.01 Amendment
 28

 Section 10.02 Protection of Title to Trust
 30

 Section 10.03 Notices
 31

 Section 10.04 Assignment by the Depositor or the Servicer
 32

 Section 10.05 Limitations on Rights of Others
 32

 Section 10.06 Severability
 32

 Section 10.07 Counterparts; Electronic Signatures and Transmission
 32

 Section 10.08 Headings
 33

 Section 10.09 GOVERNING LAW
 33

 Section 10.10 Assignment by Issuer
 33

 Section 10.11 Nonpetition Covenants
 33

 Section 10.12 Limitation of Liability of Owner Trustee and Indenture Trustee
 33

 Section 10.13 Information to Be Provided by the Indenture Trustee
 34

 Section 10.14 Form 8-K Filings
 36

 ii (2026-B Sale and Servicing Agreement)

 TABLE OF CONTENTS

 (continued)

 Page

 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 (2026-B Sale and Servicing Agreement)

 This SALE AND SERVICING AGREEMENT,
dated as of June 17, 2026 among HYUNDAI AUTO RECEIVABLES TRUST 2026-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 other types of motor vehicles 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”.

 (2026-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 the initial Reserve Account Deposit);

 (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 ”).

 2 (2026-B Sale and Servicing Agreement)

 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.

 3 (2026-B Sale and Servicing Agreement)

 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 (2026-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 60 th 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 .

 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. The Servicer shall include the disclosures required by Rule 4(c)(2)(Ii) and (iii) contained
in Regulation RR, 17 C.F.R. §246.4, et seq. in the first Servicer’s Certificate after the Closing Date.

 5 (2026-B Sale and Servicing Agreement)

 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 C Stated Maturity Date
or (ii) reduces the APR or unpaid principal balance with respect to any Receivable other than as required by applicable law, it
will promptly purchase such Receivable in the manner provided in Section 4.07 .

 6 (2026-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 (2026-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 C Stated Maturity Date; or (ii) reduce the APR or unpaid principal balance with
respect to any Receivable other than as required by applicable law.

 (d)             Safekeeping .
The Servicer, in its capacity as custodian, shall hold, or cause its agent to hold, the Receivable Files for the benefit of the Issuer
and the Indenture Trustee in accordance with its customary servicing practices. For the avoidance of doubt, the Servicer may, in accordance
with its customary servicing practices, (i) maintain all or a portion of the Receivable Files in electronic form and (ii) maintain
custody of all or any portion of the Receivable Files with one or more of its agents or designees.

 8 (2026-B Sale and Servicing Agreement)

 Section 4.07
 Purchase of Receivables Upon Unfulfilled Servicer Obligations . Upon discovery by any party hereto of any unfulfilled servicer
obligations 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 action or inaction 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 an unfulfilled servicer obligation described in the preceding sentence,
the Servicer shall either (a) correct or cure such action or inaction or (b) purchase any Receivable materially and adversely
affected by the servicer’s action from the Issuer, in either case on or before the Payment Date following the end of the Collection
Period which includes the 60 th day (or, if the Servicer elects, an earlier Payment Date) after the date that the Servicer
became aware or was notified of such action or inaction. Any such unfulfilled servicer obligation will be deemed not to materially and
adversely affect the Noteholders or the Issuer if such action or inaction 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 action or inaction 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 on amounts on deposit in the Collection
Account and the Reserve 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 .

 9 (2026-B Sale and Servicing Agreement)

 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, 2027), 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.

 10 (2026-B Sale and Servicing Agreement)

 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, on or before March 30th of each year, beginning March 30, 2027, 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
and the Indenture Trustee, a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately
preceding fiscal year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. The certification
required by this paragraph may be replaced by any similar certification using other procedures or certification standards which are now
or in the future in use by servicers of comparable assets, or which otherwise comply with any rule, regulation, “no action”
letter or similar guidance promulgated by the Commission.

 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

 11 (2026-B Sale and Servicing Agreement)

 (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) On or prior
to the Closing Date, the Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the Issuer
and the Noteholders an Eligible Account (the “ Reserve Account ”), bearing a designation clearly indicating that the
funds deposited therein are held in trust for the benefit of the Issuer and the related Securityholders.

 (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 for any funds on deposit in the Reserve
Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business
Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions
most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the
Noteholders, the Certificateholders and the Issuer. 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. Investment Earnings on amounts on deposit in the Reserve Account, net of losses and investment expenses, shall be released
to the Servicer on each Payment Date and shall be property of the Servicer. Notwithstanding any other provision of this Agreement or
any other Basic Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash
equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture
Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account
satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit
in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively
rely on direction by the Servicer in connection therewith.

 12 (2026-B Sale and Servicing Agreement)

 (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 for any funds on deposit in the Collection
Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business
Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions
most recently given by the Servicer. 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 amounts
on deposit 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.

 (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 (other than the Reserve Account) 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. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Issuer,
which such Reserve Account has been pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders. If, at any time,
a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within thirty (30) days
(or any longer period if, with respect to Fitch, the Rating Agency Condition is satisfied and, with respect to S&P, the Rating Agency
Notification is satisfied, with respect to such longer period) 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.

 13 (2026-B Sale and Servicing Agreement)

 (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 “F1”
from Fitch 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.

 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 ,
(i) the aggregate Purchased Amount with respect to all Receivables pursuant to the Servicer’s exercise of the Optional Purchase,
less (ii) the amounts on deposit in the Reserve Account on the date of such Optional Purchase. Notice of this amount shall be provided
in writing by the applicable party to the Indenture Trustee.

 14 (2026-B Sale and Servicing Agreement)

 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) and (c) , 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 (except that amounts on deposit
in the Reserve Account may not be used for this purpose as long as the Servicer is HCA or an Affiliate thereof), and Advances not previously
reimbursed to the Servicer to the extent set forth in Section 5.08 (except that amounts on deposit in the Reserve Account
may not be used for this purpose);

 (ii) to the
Class A Noteholders, (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A
Notes at their respective interest rates on the principal outstanding as of the previous Payment Date after giving effect to all payments
of principal to the Class A Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Class A Noteholders on those prior Payment Dates over the amounts actually paid to the Class A Noteholders on
those prior Payment Dates, plus interest on any such shortfall at their respective interest rates to the extent permitted by law; provided
that if there are not sufficient funds available to pay the entire amount of the accrued and unpaid interest on the Class A Notes,
the amounts available shall be applied to the payment of such interest on the Class A Notes on a pro rata basis based upon the amount
of interest due on each Class of Class A Notes;

 (iii) to the
Noteholders, for distribution pursuant to Section 8.02(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;

 15 (2026-B Sale and Servicing Agreement)

 (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 Regular Principal Distribution Amount;

 (viii) to the
Reserve Account, from Available Amounts remaining, the amount, if any, necessary to cause the amount on deposit in that account to equal
the Reserve Account Required Amount;

 (ix) 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

 (x) 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 Depositor shall deposit 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 and pledged to the Indenture Trustee for
the benefit of the Noteholders and 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)             With
respect to each Collection Period, the Indenture Trustee shall, upon written directions from the Servicer, withdraw any Investment Earnings
from amounts on deposit in the Reserve Account and remit such amounts to the Servicer on each Payment Date.

 (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.

 16 (2026-B Sale and Servicing Agreement)

 (e)             Subject
to Section 9.01 , following the payment in full of the Outstanding Amount of the Notes and of all other amounts owing or to
be distributed hereunder or under the Indenture or the Trust Agreement and the termination of the Trust, the Indenture Trustee shall,
upon written directions from the Servicer, distribute any amount then on deposit in the Reserve Account to the Depositor. Notwithstanding
the other provisions of this clause (e) , in the event that the Servicer exercises its right to an Optional Purchase pursuant to
 Section 9.01 , the Indenture Trustee shall, upon written directions from the Servicer, withdraw any remaining amount on deposit
in the Reserve Account and deposit such amounts into the Collection Account no later than 12:00 noon, New York City time, on the Business
Day prior to the date of the Optional Purchase. On the date that all amounts are withdrawn from the Reserve Account pursuant to this
Section, the Indenture Trustee and the Owner Trustee shall release their security interest in, to and under such amounts.

 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 Business Day preceding a Payment Date, the Servicer may, in its
sole discretion, deposit into the Collection Account, out of its own funds, an advance in respect of the aggregate of all Scheduled Payments
of interest and/or principal for which the original scheduled due date occurred before or during which were due during the related Collection
Period that remained unpaid at the end of such Collection Period (each, a “ Delinquency 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. The Servicer shall be reimbursed for any Advance in accordance with Section 5.05 hereof or Section 5.04
of the Indenture. As of the close of business on the last day of a Collection Period, if the Obligor shall be entitled to a rebate of
an insurance policy or other ancillary product, then the Servicer may, at its option, advance to the Obligor an amount equal to such
rebate from the insurer, the seller of the ancillary product or another Person (each a “ Rebate Advance ” and together
with the Delinquency Advances, an “ Advance ”). Rebate Advances can be delivered to the Obligors and reported in Servicer’s
Certificates in any manner the Servicer may select in its discretion. Without limiting the foregoing, a Rebate Advance can be made, in
the discretion of the Servicer, by a reduction or re-amortization of the Principal Balance of the applicable Receivable and may be included
in any Servicer’s Certificate as a principal collection.

 17 (2026-B Sale and Servicing Agreement)

 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.

 (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.

 18 (2026-B Sale and Servicing Agreement)

 (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).

 (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.

 19 (2026-B Sale and Servicing Agreement)

 (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).

 (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.

 20 (2026-B Sale and Servicing 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.

 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.

 21 (2026-B Sale and Servicing Agreement)

 (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.

 (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.

 22 (2026-B Sale and Servicing Agreement)

 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.

 (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) .

 23 (2026-B Sale and Servicing Agreement)

 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.

 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.

 24 (2026-B Sale and Servicing Agreement)

 Section 7.05
 Delegation of Duties . The Servicer may, at any time without notice or consent, delegate (a) any or all of its duties
(including, without limitation, its duties as custodian) under the Basic Documents to any of its Affiliates or (b) specific duties
to sub-contractors who are in the business of performing such duties; provided , that no such delegation shall relieve the
Servicer of its responsibility with respect to such duties and the Servicer shall remain obligated and liable to the Issuer and the Indenture
Trustee for its duties hereunder as if the Servicer alone were performing such duties. The fees and expenses of any subservicer shall
be as agreed between the Servicer and such subservicer from time to time, and none of the Owner Trustee, the Indenture Trustee, the Issuer
or the Securityholders shall have any responsibility thereof. For any servicing activities delegated to third parties in accordance with
this Section 7.05 , the Servicer shall follow such policies and procedures to monitor the performance of such third parties
and compliance with such servicing activities as the Servicer follows with respect to comparable motor vehicle receivables serviced by
the Servicer for its own account.

 Section 7.06 Servicer
Not to Resign .

 (a)             Subject
to the provisions of Section 7.03 , the Servicer shall not resign from the obligations and duties imposed on it by this Agreement
as Servicer except upon a determination that the performance of its duties under this Agreement shall no longer be permissible under
applicable law.

 (b)             Notice
of any determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be
communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such communication is not in writing,
shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel
to such effect delivered by the Servicer to the Owner Trustee and the Indenture Trustee concurrently with or promptly after such notice.
No resignation of the Servicer shall become effective until a successor shall have assumed the responsibilities and obligations of the
Servicer in accordance with Section 8.03 . If no successor Servicer has been appointed within 30 days of resignation or removal,
the Servicer, as the case may be, may petition any court of competent jurisdiction for such appointment.

 Section 7.07
 Fidelity Bond . The Servicer is not required to maintain a fidelity bond or errors and omissions policy.

 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 ten Business
days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;

 25 (2026-B Sale and Servicing Agreement)

 (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 90 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;

 provided , however ,
that a delay or failure of performance referred to under clauses (a), (b) or (c) above for an additional period of 60 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.

 26 (2026-B Sale and Servicing Agreement)

 Section 8.03 Appointment
of Successor Servicer .

 (a)             On
and after the time the Servicer receives a notice of termination pursuant to Section 8.02 or upon the resignation of the
Servicer pursuant to Section 7.06 , the Indenture Trustee or the Noteholders evidencing more than 50% of the voting interests
of the Controlling Class shall appoint a successor Servicer which shall be the successor in all respects to the Servicer in its
capacity as Servicer under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities
and termination provisions relating to the Servicer under this Agreement, except as otherwise stated herein. The Depositor, the Owner
Trustee, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary
to effectuate any such succession. In the event that the Indenture Trustee and the Noteholders are unable to appoint a successor within
thirty (30) days of the date of the related notice of termination, the Indenture Trustee may petition a court of competent jurisdiction
to appoint a successor Servicer. If a successor Servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.02
upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer. The original Servicer shall pay any
and all fees and expenses incurred as a result of a transfer of servicing.

 (b)             The
Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall have no liability to the Owner Trustee,
the Indenture Trustee, the Servicer, the Depositor, any Noteholders, any Certificateholders or any other Person if 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.

 27 (2026-B Sale and Servicing Agreement)

 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 (the “ Optional Purchase ”). To exercise such Optional Purchase, the Servicer shall deposit
into the Collection Account pursuant to Section 5.04 an amount equal to (i) the aggregate Purchased Amount for the Receivables,
less (ii) the amounts on deposit in the Reserve Account on such date, and shall succeed to all interests in and to the Receivables.
The exercise of such option shall cause all outstanding Notes to be due and payable under the Indenture and effect a redemption, in whole
but not in part, of all outstanding Notes. To avoid insufficient funds being available to make all payments as set forth in Section 5.05(b) in
full, any funds remaining on deposit in the Reserve Account when the Optional Purchase is exercised shall be deposited into the Collection
Account pursuant to Section 5.06(e) .

 (b)             As
described in Article 9 of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner
Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

 (c)             Following
the satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders
will succeed to the rights of the Noteholders hereunder and the Trust will succeed to the rights of, and assume the obligations to make
payments to Certificateholders of, the Indenture Trustee pursuant to this Agreement.

 ARTICLE X.

 MISCELLANEOUS

 Section 10.01 Amendment .

 (a)             This
Agreement may be amended by the Depositor and the Servicer, but without the consent of the Indenture Trustee, the Owner Trustee, any
of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for
the purpose of correcting any inconsistency with the Prospectus, 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

 28 (2026-B Sale and Servicing Agreement)

 (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.

 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.

 (c) Notwithstanding
anything under this Section 10.01 of this Agreement or in any other Basic Document to the contrary, to the extent permitted
by the TIA, this Agreement (including Appendix A ) may be amended by the Depositor and Servicer without the consent of the
Indenture Trustee, the Issuer, the Owner Trustee, any Noteholder or any other Person and without satisfying any other provision in this
 Section 10.01 or any other Basic Document solely in connection with any SOFR Adjustment Conforming Changes or, following
the determination of a Benchmark Replacement, any Benchmark Replacement Conforming Changes to be made by the Administrator; provided,
that the Issuer has delivered notice of such amendment to the Rating Agencies on or prior to the date such amendment is executed; provided,
further, that any such SOFR Adjustment Conforming Changes or any such Benchmark Replacement Conforming Changes shall not affect the
Owner Trustee’s or Indenture Trustee’s rights, indemnities or obligations without the Owner Trustee or Indenture Trustee’s
consent, respectively. For the avoidance of doubt, any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes
in any amendment to this Agreement may be retroactive (including retroactive to the Benchmark Replacement Date) and this Agreement may
be amended more than once in connection with any SOFR Adjustment Conforming Changes or any Benchmark Replacement Conforming Changes.

 29 (2026-B Sale and Servicing Agreement)

 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.

 (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.

 30 (2026-B Sale and Servicing Agreement)

 (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 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.

 (j)             Restrictions
on Liens . The Servicer shall not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent
to or permit in the future (upon the occurrence of a contingency or otherwise) the creation, incurrence or existence of any Lien on or
restriction on transferability of any Receivable except for the Lien of the Indenture and the restrictions on transferability imposed
by this Agreement or (ii) file any UCC financing statements in any jurisdiction that names HCA, the Servicer or the Depositor as
a debtor, and any Person other than the Depositor, the Indenture Trustee or the Issuer as a secured party, or sign any security agreement
authorizing any secured party thereunder to file any such financing statement with respect to the Receivables or the related property.

 Each Opinion of Counsel referred to in 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, electronically
delivered 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, 1011 Centre Road, Suite 203, Wilmington, DE 19805, Attention: Corporate
Trust Administration; (d) in the case of Fitch, to Fitch Ratings, Inc., 300 W. 57th Street, New York, NY 10019, Attention:
Asset Backed Surveillance; (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.

 31 (2026-B Sale and Servicing Agreement)

 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; Electronic Signatures and Transmission .

 (a)             This
Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement by Electronic Transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

 (b)             For
purposes of this Agreement, any reference to “written” or “in writing” means any form of written communication,
including, without limitation, electronic signatures, and any such written communication may be transmitted by Electronic Transmission.
The Indenture Trustee and the Issuer are authorized to accept written instructions, directions, reports, notices or other communications
signed manually, by way of facsimiled signatures, or delivered by Electronic Transmission. In the absence of bad faith or negligence
on its part, each of the Indenture Trustee and the Issuer may conclusively rely on the fact that the Person sending instructions, directions,
reports, notices or other communications or information by Electronic Transmission is, in fact, a Person authorized to give such instructions,
directions, reports, notices or other communications or information on behalf of the party purporting to send such Electronic Transmission
and, in the absence of bad faith or negligence, shall not have any liability for any losses, liabilities, costs or expenses incurred
or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other
communications or information to the Indenture Trustee or the Issuer, including, without limitation, the risk of either the Indenture
Trustee or Issuer acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception
and misuse by third parties.

 32 (2026-B Sale and Servicing Agreement)

 (c)             The
words “execution,” “signed,” “signature,” “delivery,” and words of like import in or
relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include
electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity
or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided…