CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ Signature Guaranteed: */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C [FORM OF CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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.] REGISTERED $__________(7) No. R–_____ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE, CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2023-B), Indenture (Hyundai Auto Receivables Trust 2023-B)

CITIBANK, N. A., not in its individual capacity but solely as ~~Indenture Trustee~~ Certificate Registrar By: ~~Authorized Signatory~~ Name: Title: ASSIGNMENT ~~Social Security or taxpayer I.D. or other identifying number of assignee:~~ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITYOR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ ~~FOR VALUE RECEIVED~~issued by Santander Drive Auto Receivables Trust 2022-3), and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Certificate on the ~~undersigned hereby sells~~books of the Certificate Registrar, ~~assigns and transfers unto~~with full power of substitution in the premises Dated: ___________________, 20[___________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated] [ ] By: */ Signature Name: Title: Guaranteed: [*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within ~~Note~~ Certificate in every particular, without alteration, enlargement or any change ~~whatsoever~~whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the ~~Note~~ Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the ~~Note~~ Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .] EXHIBIT ~~C [~~B FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR~~ REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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, CERTIFICATE TRANSFER DIRECTION LETTER 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. 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.] REGISTERED $[_______], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Santander Drive Auto Receivables Trust 2022-3 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of May 18, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-3 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__~~_(7)~~ ]% beneficial interest in the Issuer evidenced by Certificate No~~. R–_____ CUSIP NO~~. ____~~_______ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE~~. Enclosed, ~~CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under~~ please find the ~~laws of the State of Delaware (herein referred to~~ following documentation as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made required by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.Trust Agreement:

Appears in 2 contracts

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2022-3), Trust Agreement (Santander Drive Auto Receivables Trust 2022-3)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ~~___~~_________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C A–3 [FORM OF CLASS C A–3 NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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.] REGISTERED $__________(74) No. R–________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-~~B 5.84~~C 0.74% ASSET BACKED NOTE, CLASS C A–3 HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-BC, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & ~~Co.,~~ Co. or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C A–3 Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~November 17, ~~2023~~ 2021 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February~~ May 15, ~~2030~~ 2026 (the “Class C A–3 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a ~~360~~ 360–day year consisting of twelve 30 30–day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~0.74% Asset Backed Notes, Class C A–3 (herein called the “Class C A–3 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C A–3 Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-C), Indenture (Hyundai Auto Receivables Trust 2021-C)

CITIBANK, N. A., not in its individual capacity but solely as ~~Indenture Trustee~~ Certificate Registrar By: ~~Authorized Signatory~~ Name: Title: ASSIGNMENT ~~Social Security or taxpayer I.D. or other identifying number of assignee:~~ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ ~~FOR VALUE RECEIVED~~issued by Santander Drive Auto Receivables Trust 2022-2), and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Certificate on the ~~undersigned hereby sells~~books of the Certificate Registrar, ~~assigns and transfers unto~~with full power of substitution in the premises Dated: ___________________, 20[___________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated] [ ] By: */ Signature Name: Title: Guaranteed: [*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within ~~Note~~ Certificate in every particular, without alteration, enlargement or any change ~~whatsoever~~whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the ~~Note~~ Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the ~~Note~~ Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .] EXHIBIT ~~C [~~B FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR~~ REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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, CERTIFICATE TRANSFER DIRECTION LETTER 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. 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.] REGISTERED $[_______], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Santander Drive Auto Receivables Trust 2022-2 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of March 30, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-2 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__~~_(7)~~ ]% beneficial interest in the Issuer evidenced by Certificate No~~. R–_____ CUSIP NO~~. ____~~_______ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE~~. Enclosed, ~~CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under~~ please find the ~~laws of the State of Delaware (herein referred to~~ following documentation as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made required by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.Trust Agreement:

Appears in 2 contracts

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2022-2), Trust Agreement (Santander Drive Auto Receivables Trust 2022-2)

CITIBANK, N. A., not in its individual capacity but solely as ~~Indenture Trustee~~ Certificate Registrar By: ~~Authorized Signatory~~ Name: Title: ASSIGNMENT ~~Social Security or taxpayer I.D. or other identifying number of assignee:~~ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITYOR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ ~~FOR VALUE RECEIVED~~issued by Santander Drive Auto Receivables Trust 2022-4), and all rights thereunder, hereby irrevocably constituting and appointing Attorney to transfer said Certificate on the ~~undersigned hereby sells~~books of the Certificate Registrar, ~~assigns and transfers unto~~with full power of substitution in the premises Dated: ___________________, 20[___________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated] [ ] By: */ Signature Name: Title: Guaranteed: [*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within ~~Note~~ Certificate in every particular, without alteration, enlargement or any change ~~whatsoever~~whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the ~~Note~~ Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the ~~Note~~ Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .] EXHIBIT ~~C [~~B FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR~~ REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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, CERTIFICATE TRANSFER DIRECTION LETTER 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. 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.] REGISTERED $[_______], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Santander Drive Auto Receivables Trust 2022-4 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of July 20, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-4 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__~~_(7)~~ ]% beneficial interest in the Issuer evidenced by Certificate No~~. R–_____ CUSIP NO~~. ____~~_______ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE~~. Enclosed, ~~CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under~~ please find the ~~laws of the State of Delaware (herein referred to~~ following documentation as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made required by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.Trust Agreement:

Appears in 2 contracts

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2022-4), Trust Agreement (Santander Drive Auto Receivables Trust 2022-4)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~____~~__________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________~~___~~, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C B [FORM OF CLASS C B NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~AGREEMENTS AS SET FORTH IN THE INDENTURE, 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.] REGISTERED $___________(75) No. R–______ CUSIP NO. ____________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-~~B 5.84~~A 1.09% ASSET BACKED NOTE, CLASS C B HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C B Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~April 28, ~~2023~~ 2021 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February 15~~May 17, ~~2030~~ 2027 (the “Class C B Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~1.09% Asset Backed Notes, Class C B (herein called the “Class C B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C B Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-A), Indenture (Hyundai Auto Receivables Trust 2021-A)

CITIBANK, N. A., not in its individual capacity but solely as ~~Indenture Trustee~~ Certificate Registrar By: ~~Authorized Signatory~~ Name: Title: Trust Agreement (SDART 2022-6) ASSIGNMENT ~~Social Security or taxpayer I.D. or other identifying number of assignee:~~ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ ~~FOR VALUE RECEIVED~~issued by Santander Drive Auto Receivables Trust 2022-6), and all rights thereunder, hereby irrevocably constituting and appointing _____________Attorney to transfer said Certificate on the ~~undersigned hereby sells~~books of the Certificate Registrar, ~~assigns and transfers unto~~with full power of substitution in the premises Dated: ___________________, 20[__~~____________________~~] [ ] By:_____________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. DatedName: */ Signature Title: Guaranteed: [*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within ~~Note~~ Certificate in every particular, without alteration, enlargement or any change ~~whatsoever~~whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the ~~Note~~ Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the ~~Note~~ Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .] Trust Agreement (SDART 2022-6) EXHIBIT ~~C [~~B FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR~~ REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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, CERTIFICATE TRANSFER DIRECTION LETTER 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. 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.] REGISTERED $[_______], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (000) 000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Santander Drive Auto Receivables Trust 2022-6 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of September 21, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-6 (the “Issuer”). Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__~~_(7)~~ ]% beneficial interest in the Issuer evidenced by Certificate No~~. R–_____ CUSIP NO~~. ____~~_______ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE~~. Enclosed, ~~CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under~~ please find the ~~laws of the State of Delaware (herein referred to~~ following documentation as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made required by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.Trust Agreement:

Appears in 2 contracts

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2022-6), Trust Agreement (Santander Drive Auto Receivables Trust 2022-6)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C [FORM OF CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] . BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR ~~LAW AND~~ LAW, (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ~~ORGANIZATION~~ORGANIZATION AND (C) REPRESENT AND WARRANT THAT IF SUCH PURCHASER OR TRANSFEREE IS A BENEFIT PLAN INVESTOR, THE DECISION TO ACQUIRE SUCH NOTE (OR ANY INTEREST THEREIN) WAS MADE BY AN AUTHORIZED FIDUCIARY THAT IS AN “INDEPENDENT FIDUCIARY WITH FINANCIAL EXPERTISE” AS DESCRIBED IN 29 C.F.R. SECTION 2510.3-21(c)(1). FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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.] C-2 (2018-A Indenture) REGISTERED $__________(7) No. R–________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2018-~~B 5.84~~A 3.29% ASSET BACKED NOTE, CLASS C HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2018-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~April 18, ~~2023~~ 2018 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February 15~~December 16, ~~2030~~ 2024 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual ~~or facsimile~~ signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~3.29% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2018-A), Indenture (Hyundai Abs Funding LLC)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ~~___~~_________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C A–4 [FORM OF CLASS C A–4 NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~AGREEMENTS AS SET FORTH IN THE INDENTURE, 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.] REGISTERED $__________(75) No. R–________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-~~B 5.84~~C 1.03% ASSET BACKED NOTE, CLASS C A–4 HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-BC, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________________________~~___~~_ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C A–4 Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~November 17, ~~2023~~ 2021 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February~~ December 15, ~~2030~~ 2027 (the “Class C A–4 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a ~~360~~ 360–day year consisting of twelve 30 30–day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~1.03% Asset Backed Notes, Class C A–4 (herein called the “Class C A–4 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C A–4 Notes are subject to all terms of the Indenture. 5 Denominations of $1,000 and integral multiples of $1,000 in excess thereof (except for one such Note which may be issued in a denomination other than an integral multiple of $1,000). The Class A–4 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture. The Class A–4 Notes are subordinated in right of payment to the Class A–1 Notes, the Class A–2-A Notes, the Class A-2-B and the Class A–3 Notes and are senior in right of payment to the Class B Notes and the Class C Notes, to the extent provided in the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-C), Indenture (Hyundai Auto Receivables Trust 2021-C)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ~~___~~_________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C B [FORM OF CLASS C B NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] . BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR ~~LAW AND~~ LAW, (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ~~ORGANIZATION~~ORGANIZATION AND (C) REPRESENT AND WARRANT THAT IF SUCH PURCHASER OR TRANSFEREE IS A BENEFIT PLAN INVESTOR, THE DECISION TO ACQUIRE SUCH NOTE (OR ANY INTEREST THEREIN) WAS MADE BY AN AUTHORIZED FIDUCIARY THAT IS AN “INDEPENDENT FIDUCIARY WITH FINANCIAL EXPERTISE” AS DESCRIBED IN 29 C.F.R. SECTION 2510.3-21(c)(1). FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~AGREEMENTS AS SET FORTH IN THE INDENTURE, 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.] REGISTERED $__________(76) No. R–________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2018-~~B 5.84~~A 3.14% ASSET BACKED NOTE, CLASS C B HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2018-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C B Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~April 18, ~~2023~~ 2018 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February 15~~June 17, ~~2030~~ 2024 (the “Class C B Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual ~~or facsimile~~ signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~3.14% Asset Backed Notes, Class C B (herein called the “Class C B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C B Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2018-A), Indenture (Hyundai Abs Funding LLC)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ~~___~~_________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C B [FORM OF CLASS C B NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~AGREEMENTS AS SET FORTH IN THE INDENTURE, 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.] REGISTERED $__________(76) No. .R–_____ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-~~B 5.84~~C 1.49% ASSET BACKED NOTE, CLASS C B HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-BC, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C B Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~November 17, ~~2023~~ 2021 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February~~ December 15, ~~2030~~ 2027 (the “Class C B Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~1.49% Asset Backed Notes, Class C B (herein called the “Class C B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C B Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-C), Indenture (Hyundai Auto Receivables Trust 2021-C)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ Signature Guaranteed: */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C A–2 [FORM OF CLASS C A–2 NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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.] REGISTERED $__________(72) No. R–________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-~~B 5.84~~A 0.23% ASSET BACKED NOTE, CLASS C A–2 HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2021-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C A-2 Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~April 28, ~~2023~~ 2021 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, ~~2030~~ 2024 (the “Class C A-2 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a ~~360~~ 360–day year consisting of twelve 30 30–day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~0.23% Asset Backed Notes, Class C A-2 (herein called the “Class C A-2 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C A-2 Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2021-A), Indenture (Hyundai Auto Receivables Trust 2021-A)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ~~___~~_________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C A–4 [FORM OF CLASS C A–4 NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] . BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING ~~AND WILL NOT HOLD~~ THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ~~ACQUISITION,~~ ACQUISITION AND HOLDING ~~AND DISPOSITION~~ OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR ~~LAW AND~~ LAW, (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ~~ORGANIZATION~~ORGANIZATION AND (C) REPRESENT AND WARRANT THAT IF SUCH PURCHASER OR TRANSFEREE IS A BENEFIT PLAN INVESTOR, THE DECISION TO ACQUIRE SUCH NOTE (OR ANY INTEREST THEREIN) WAS MADE BY AN AUTHORIZED FIDUCIARY THAT IS AN “INDEPENDENT FIDUCIARY WITH FINANCIAL EXPERTISE” AS DESCRIBED IN 29 C.F.R. SECTION 2510.3-21(c)(1). FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~AGREEMENTS AS SET FORTH IN THE INDENTURE, 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.] REGISTERED $__________(75) No. R–________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2018-~~B 5.84~~A 2.94% ASSET BACKED NOTE, CLASS C A–4 HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2018-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C A–4 Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~April 18, ~~2023~~ 2018 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February 15~~June 17, ~~2030~~ 2024 (the “Class C A–4 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a ~~360~~ 360–day year consisting of twelve 30 30–day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual ~~or facsimile~~ signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~2.94% Asset Backed Notes, Class C A–4 (herein called the “Class C A–4 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C A–4 Notes are subject to all terms of the Indenture. 5 Denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Class A–4 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture. The Class A–4 Notes are subordinated in right of payment to the Class A–1 Notes, the Class A-2-A Notes, the Class A-2-B Notes and the Class A–3 Notes and are senior in right of payment to the Class B Notes and the Class C Notes, to the extent provided in the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2018-A), Indenture (Hyundai Abs Funding LLC)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory C-8 (2018-A Indenture) ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~______________________________________________________________________________~~ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ~~EXHIBIT C [~~ANNEX A FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT~~ TRANSFEREE LETTER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~ Citibank, N.A. 400 Xxxxxxxxxx Xxxxxxxxx 00xx Xxxxx, Xxxxxx Xxxx, Xxx Xxxxxx, 00000 Attention: Agency & Trust – HXXX 2018-A ~~NUMBER EQUAL TO 95 PERSONS UNLESS~~ Citibank, N.A. 300 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Agency & Trust – HXXX 2018-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.] REGISTERED $__________(7) No. R–_____ CUSIP NO. Ladies and Gentlemen: ___________ ~~HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE, CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under the laws of the State of Delaware~~ (~~herein referred to as~~ the “~~Issuer~~Transferee”~~), for value received, hereby promises~~ ) intends to ~~pay to Cede & Co., or registered assigns, the principal sum~~ purchase of ~~__________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal~~ such of the Class C [__] Notes that were issued pursuant to ~~Section 3.01 of the Indenture~~ that certain indenture dated ~~as of July 19~~April 18, ~~2023~~ 2018 (the “Indenture”), between HYUNDAI AUTO RECEIVABLES TRUST 2018-A, a Delaware statutory trust (the ~~Issuer~~ “Issuer”), and ~~Citibank~~CITIBANK, N.A., a national banking association, as ~~Indenture Trustee~~ trustee and not in its individual capacity, that are Restricted Notes (the “~~Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date~~Restricted Notes”) of the Issuer. All capitalized terms used herein and not otherwise defined shall have the ~~Redemption Date, if any, pursuant to Article X of~~ meanings set forth in the Indenture. ~~Capitalized terms used but not defined herein are defined in Appendix A~~ The Transferee represents and warrants to ~~the Sale and Servicing Agreement~~you, ~~which also contains rules~~ as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the ~~Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.~~Note Registrar, that:

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2018-A), Indenture (Hyundai Abs Funding LLC)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: _________________________________________________________________________~~____~~_ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ~~___~~_________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ Signature Guaranteed: */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C B [FORM OF CLASS C B NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~AGREEMENTS AS SET FORTH IN THE INDENTURE, 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.] REGISTERED $__________(76) No. R–_____ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST 2023-B ~~5.84~~5.67% ASSET BACKED NOTE, CLASS C B HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C B Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February~~ August 15, ~~2030~~ 2029 (the “Class C B Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~5.67% Asset Backed Notes, Class C B (herein called the “Class C B Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C B Notes are subject to all terms of the Indenture.

Appears in 2 contracts

Samples: Indenture (Hyundai Auto Receivables Trust 2023-B), Indenture (Hyundai Auto Receivables Trust 2023-B)

CITIBANK, N. A., not in its individual capacity but solely as Indenture ~~Trustee~~ Trustee, By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~____~~__________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________~~___~~, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ~~EXHIBIT C~~ XXXXXXX X-0 [FORM OF CLASS C A-4 NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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.] REGISTERED $__________(76) No. R–R-________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2007-~~B 5.84~~A [____]% ASSET BACKED NOTE, CLASS C A-4 HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2007-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of on the Class C A-4 Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~September 28, ~~2023~~ 2007 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February 15, 2030~~ [________] (the “Class C A-4 Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in ~~Appendix A to~~ the ~~Sale and Servicing Agreement~~Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a ~~360~~ 360-day year consisting of twelve 30 30-day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual ~~or facsimile~~ signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its ~~5.84~~[____]% Asset Backed Notes, Class C A-4 (herein called the “Class C A-4 Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C A-4 Notes are subject to all terms of the Indenture. The Class A-4 Notes are and will be secured by the collateral pledged as security therefor as provided in the Indenture. The Class A-4 Notes are subordinated in right of payment to the Class A-1 Notes, the Class A-2b Notes and the Class A-3 Notes to the extent provided in the Indenture.

Appears in 1 contract

Samples: Indenture (Hyundai Abs Funding Corp)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ Signature Guaranteed: */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ~~EXHIBIT C [~~ANNEX A FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT~~ TRANSFEREE LETTER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~Citibank, N.A. 000 Xxxxxxxxxx Xxxxxxxxx 30th Floor, Jersey City, New Jersey, 07310 Attention: Agency & Trust – XXXX 2023-~~FOR~~B Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Attention: Agency & Trust – XXXX 2023-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.] REGISTERED $__________(7) No. R–_____ CUSIP NO. B Ladies and Gentlemen: ___________ ~~HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE, CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under the laws of the State of Delaware~~ (~~herein referred to as~~ the “~~Issuer~~Transferee”~~), for value received, hereby promises~~ ) intends to ~~pay to Cede & Co., or registered assigns, the principal sum~~ purchase of ~~__________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal~~ such of the Class C [__] Notes that were issued pursuant to ~~Section 3.01 of the Indenture~~ that certain indenture dated ~~as of~~ July 19, 2023 (the “Indenture”), between HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a Delaware statutory trust (the ~~Issuer~~ “Issuer”), and ~~Citibank~~CITIBANK, N.A., a national banking association, as ~~Indenture Trustee~~ trustee and not in its individual capacity, that are Restricted Notes (the “~~Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date~~Restricted Notes”) of the Issuer. All capitalized terms used herein and not otherwise defined shall have the ~~Redemption Date, if any, pursuant to Article X of~~ meanings set forth in the Indenture. ~~Capitalized terms used but not defined herein are defined in Appendix A~~ The Transferee represents and warrants to ~~the Sale and Servicing Agreement~~you, ~~which also contains rules~~ as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the ~~Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.~~Note Registrar, that:

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2023-B)

CITIBANK, N. A., not in its individual capacity but solely as Indenture Trustee By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ______________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints ____________________________________________, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: */ Signature Guaranteed: */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ~~EXHIBIT C [~~ANNEX A FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT~~ TRANSFEREE LETTER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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~~Citibank, N.A. 480 Xxxxxxxxxx Xxxxxxxxx 30th Floor, Jersey City, New Jersey, 07310 Attention: Agency & Trust – XXXX 2023-~~FOR~~B Citibank, N.A. 380 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx, 00000 Xttention: Agency & Trust – XXXX 2023-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.] REGISTERED $__________(7) No. R–_____ CUSIP NO. B Ladies and Gentlemen: ___________ ~~HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE, CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under the laws of the State of Delaware~~ (~~herein referred to as~~ the “~~Issuer~~Transferee”~~), for value received, hereby promises~~ ) intends to ~~pay to Cede & Co., or registered assigns, the principal sum~~ purchase of ~~__________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal~~ such of the Class C [__] Notes that were issued pursuant to ~~Section 3.01 of the Indenture~~ that certain indenture dated ~~as of~~ July 19, 2023 (the “Indenture”), between HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a Delaware statutory trust (the ~~Issuer~~ “Issuer”), and ~~Citibank~~CITIBANK, N.A., a national banking association, as ~~Indenture Trustee~~ trustee and not in its individual capacity, that are Restricted Notes (the “~~Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date~~Restricted Notes”) of the Issuer. All capitalized terms used herein and not otherwise defined shall have the ~~Redemption Date, if any, pursuant to Article X of~~ meanings set forth in the Indenture. ~~Capitalized terms used but not defined herein are defined in Appendix A~~ The Transferee represents and warrants to ~~the Sale and Servicing Agreement~~you, ~~which also contains rules~~ as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the ~~Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.~~Note Registrar, that:

Appears in 1 contract

Samples: Indenture (Hyundai Auto Receivables Trust 2023-B)

CITIBANK, N. A., not in its individual capacity but solely as ~~Indenture Trustee~~ Certificate Registrar By: ~~Authorized Signatory~~ Name: Title: ASSIGNMENT ~~Social Security or taxpayer I.D. or other identifying number of assignee:~~ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ ~~FOR VALUE RECEIVED~~issued by Santander Drive Auto Receivables Trust 2022-7), ~~the undersigned~~ and all rights thereunder, hereby ~~sells, assigns~~ irrevocably constituting and ~~transfers unto: ________________________________________________________~~appointing ______________________ ~~(name and address~~ Attorney to transfer said Certificate on the books of ~~assignee)~~ the ~~within Note and all rights thereunder~~Certificate Registrar, ~~and hereby irrevocably constitutes and appoints _________________________~~with full power of substitution in the premises Dated: ___________________, ~~attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated~~20[__] [ ] By: */ Signature Name: Title: Guaranteed: [*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within ~~Note~~ Certificate in every particular, without alteration, enlargement or any change ~~whatsoever~~whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the ~~Note~~ Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the ~~Note~~ Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .] EXHIBIT ~~C [~~B FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR~~ REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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, CERTIFICATE TRANSFER DIRECTION LETTER 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. 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.] REGISTERED $[__________], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxx 00000-0000 Facsimile: (7000) No000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000 Attention: Agency and Trust – Santander Drive Auto Receivables Trust 2022-7 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of November 22, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-7 (the “Issuer”). R–Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__~~___ CUSIP NO~~]% beneficial interest in the Issuer evidenced by Certificate No. ____~~_______ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE~~. Enclosed, ~~CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under~~ please find the ~~laws of the State of Delaware (herein referred to~~ following documentation as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made required by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.Trust Agreement:

Appears in 1 contract

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2022-7)

CITIBANK, N. A., not in its individual capacity but solely as ~~Indenture Trustee~~ Certificate Registrar By: ~~Authorized Signatory~~ Name: Title: ASSIGNMENT ~~Social Security or taxpayer I.D. or other identifying number of assignee:~~ FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [__________________] (Please print or type name and address, including postal zip code, of assignee) the within Certificate, (Asset Backed Certificate No. R-__ ~~FOR VALUE RECEIVED~~issued by Santander Drive Auto Receivables Trust 2022-7), ~~the undersigned~~ and all rights thereunder, hereby ~~sells, assigns~~ irrevocably constituting and ~~transfers unto: ________________________________________________________~~appointing ______________________ ~~(name and address~~ Attorney to transfer said Certificate on the books of ~~assignee)~~ the ~~within Note and all rights thereunder~~Certificate Registrar, ~~and hereby irrevocably constitutes and appoints _________________________~~with full power of substitution in the premises Dated: ___________________, ~~attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated~~20[__] [ ] By: */ Signature Name: Title: Guaranteed: [*/ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within ~~Note~~ Certificate in every particular, without alteration, enlargement or any change ~~whatsoever~~whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the ~~Note~~ Certificate Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the ~~Note~~ Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. .] EXHIBIT ~~C [~~B FORM OF ~~CLASS C NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR~~ REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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, CERTIFICATE TRANSFER DIRECTION LETTER 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. 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.] REGISTERED $[__________], 2022 Wilmington Trust, National Association, as Owner Trustee Xxxxxx Square North 0000 Xxxxx Xxxxxx Xxxxxx Wilmington, Delaware 19890-0001 Facsimile: (7000) No000-0000 Attention: Corporate Trust Administration Citibank, N.A., as Certificate Registrar 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Jersey City, New Jersey 07310 Attention: Agency and Trust – Santander Drive Auto Receivables Trust 2022-7 Reference is hereby made to the Amended and Restated Trust Agreement, dated as of November 22, 2022 (the “Trust Agreement”), between Santander Drive Auto Receivables LLC, as Depositor (the “Depositor ”), and Wilmington Trust, National Association, as Owner Trustee (the “Owner Trustee”), governing Santander Drive Auto Receivables Trust 2022-7 (the “Issuer”). R–Capitalized terms not defined herein shall have the meanings assigned to such terms in the Trust Agreement. You are hereby notified that [name of Transferor] (the “Transferor”) has transferred its [__~~___ CUSIP NO~~]% beneficial interest in the Issuer evidenced by Certificate No. ____~~_______ HYUNDAI AUTO RECEIVABLES TRUST 2023-B 5.84% ASSET BACKED NOTE~~. Enclosed, ~~CLASS C HYUNDAI AUTO RECEIVABLES TRUST 2023-B, a statutory trust organized and existing under~~ please find the ~~laws of the State of Delaware (herein referred to~~ following documentation as the “Issuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, in respect of principal of the Class C Notes pursuant to Section 3.01 of the Indenture dated as of July 19, 2023 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of February 15, 2030 (the “Class C Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in Appendix A to the Sale and Servicing Agreement, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a 360 day year consisting of twelve 30 day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made required by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.Trust Agreement:

Appears in 1 contract

Samples: Trust Agreement (Santander Drive Auto Receivables Trust 2022-7)

CITIBANK, N. A., not in its individual capacity but solely as Indenture ~~Trustee~~ Trustee, By: Authorized Signatory ASSIGNMENT Social Security or taxpayer I.D. or other identifying number of assignee: ___________________ FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto: ~~____~~__________________________________________________________________________ (name and address of assignee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints _________________________________________~~___~~, attorney, to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ________________________ */ Signature Guaranteed: _____________________________ */ NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. EXHIBIT C A-3a [FORM OF CLASS C A-3a NOTE] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] BY ACQUIRING THIS NOTE (OR ANY INTEREST HEREIN), EACH PURCHASER AND TRANSFEREE (AND IF THE PURCHASER OR TRANSFEREE IS A PLAN (AS DEFINED BELOW), ITS FIDUCIARY) IS DEEMED TO (A) REPRESENT AND WARRANT THAT EITHER (I) SUCH PURCHASER OR TRANSFEREE IS NOT ACQUIRING AND WILL NOT HOLD THIS NOTE (OR INTEREST HEREIN) WITH THE ASSETS OF A PLAN THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “BENEFIT PLAN INVESTOR”), OR A PLAN THAT IS SUBJECT TO A LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (II) THE ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE (OR INTEREST HEREIN) 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 ANY SIMILAR LAW AND (B) ACKNOWLEDGE AND AGREE THAT BENEFIT PLAN INVESTORS AND PLANS THAT ARE SUBJECT TO SIMILAR LAW MAY NOT ACQUIRE THIS NOTE (OR ANY INTEREST HEREIN) ANY TIME THAT SUCH NOTE DOES NOT HAVE AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY RECOGNIZED STATISTICAL RATING ORGANIZATION. FOR PURPOSES OF THE FOREGOING, “PLAN” MEANS AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA WHETHER OR NOT SUBJECT TO TITLE I OF ERISA, A “PLAN” AS DEFINED IN SECTION 4975 OF THE CODE, OR ANY ENTITY OR ACCOUNT DEEMED TO HOLD THE PLAN ASSETS OF ANY OF THE FOREGOING. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [For Restricted Notes: 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. 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.] REGISTERED $__________(74) No. R–R-________ CUSIP NO. ___________ HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2007-~~B 5.84~~A [____]% ASSET BACKED NOTE, CLASS C A-3a HYUNDAI AUTO RECEIVABLES TRUST ~~2023~~2007-BA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to Cede & ~~Co.,~~ Co. or registered assigns, the principal sum of ~~____~~______________________________ DOLLARS, payable on each Payment Date in an amount equal to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal of on the Class C A-3a Notes pursuant to Section 3.01 of the Indenture dated as of ~~July 19~~September 28, ~~2023~~ 2007 (the “Indenture”), between the Issuer and Citibank, N.A., a national banking association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of ~~February 15, 2030~~ [________] (the “Class C A-3a Maturity Date”) and the Redemption Date, if any, pursuant to Article X of the Indenture. Capitalized terms used but not defined herein are defined in ~~Appendix A to~~ the ~~Sale and Servicing Agreement~~Indenture, which also contains rules as to construction that shall be applicable herein. The Issuer will pay interest on this Note at the rate per annum set forth above, on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the month preceding the month of such Payment Date (or, in the case of the first Payment Date, from the Closing Date) to but excluding the 15th day of the month of such Payment Date. Interest will be computed on the basis of a ~~360~~ 360-day year consisting of twelve 30 30-day months. Such principal of and interest on this Note shall be paid in the manner specified herein. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual or facsimile signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose. This Note is one of a duly authorized issue of Notes of the Issuer, designated as its 5.84% Asset Backed Notes, Class C (herein called the “Class C Notes”), all issued under the Indenture, to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes. The Class C Notes are subject to all terms of the Indenture.

Appears in 1 contract

Samples: Indenture (Hyundai Abs Funding Corp)

Common use of CITIBANK, N Clause in Contracts