Hyundai Auto Lease Securitization Trust 2012-A - Standard and ...

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-A(c) perfect, publish notice of or protect thevalidity of any Grant made or to be made by thisIndenture;(d) enforce any of the Collateral;(e) preserve and defend title to the Collateraland the rights of the Indenture Trustee and theNoteholders in the Collateral against the claims ofall Persons; or(f) pay or cause to be paid all taxes orassessments levied or assessed upon the Collateralwhen due.13 Chattel Paper. Each Receivable constitutes “chattel paper”that is in the form of either “tangible chattel paper” or“electronic chattel paper” as such term is defined in theUCC.14 No Default; No Repossession. Except for paymentdelinquencies that, as of the Cutoff Date, have beencontinuing for a period of not more than 29 days, no default,breach, violation, or event permitting acceleration under theterms of any Receivable shall have occurred as of theCutoff Date; no continuing condition that with notice or thelapse of time would constitute a default, breach, violation orevent permitting acceleration under the terms of anyReceivable shall have arisen; the Seller shall not havewaived any of the foregoing; and no Financed Vehicle hasbeen repossessed without reinstatement as of the CutoffDate.15 Receivables in Force. No Receivable has been satisfied,subordinated or rescinded, nor has any Financed Vehiclebeen released from the Lien granted by the relatedReceivable in whole or in part.16 No Material Amendments or Modifications. No materialprovision of a Receivable has been affirmatively amended,except amendments and modifications that are contained inthe Receivables Files. No Receivable has been amendedor rewritten to extend the due date for any payment dateother than in connection with a change of the monthly duedate in accordance with the Credit and Collection Policy.17 No Defenses. To the Sponsor’s knowledge, no right ofrescission, setoff, counterclaim or defense has beenasserted or threatened with respect to any Receivable.Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(e) for which the related Lease is an “account”or “chattel paper” within the meaning of Section 9-102 of the UCC of all applicable jurisdictions;Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(b) the Lessee of which…(e) is not the Lessee ofany Defaulted Unit;(l) which is not a Delinquent Unit or a Defaulted Unit;Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(r) for which the related Lease is in full forceand effect, and has not been satisfied, subordinatedor rescinded;Not included in the Transaction.Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(g) for which the related Lease constitutes thelegal, valid and binding obligation of the relatedLessee enforceable against such Lessee inaccordance with its terms subject to no offset,counterclaim, defense or other Adverse Claim;Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 5

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-A18 One Original. there is only one original executed copy ofeach Receivable.Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(o) for which there is only one original of therelated Lease, which is held by the Servicer onbehalf of the Origination Trust;19 No Payment Default. Except for payments that are notmore than 30 days Delinquent as of the Cutoff Date, nopayment defaults exist.Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(b) the Lessee of which…(e) is not the Lessee ofany Defaulted Unit;(l) which is not a Delinquent Unit or a Defaulted Unit;20 Maturity of Receivables. Each receivable has an originalmaturity date of not greater than # months.Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(d) for which the related Lease has aremaining lease term greater than or equal to 4months and less than or equal to 45 months andhad an original lease term greater than or equal to24 months and less than or equal to 48 months;21 Scheduled Payments. Each Receivable has a firstscheduled due date not later than 30 days after the CutoffDate.22 Schedule of Receivables; Selection Procedures. theinformation in the Schedule of Receivables is true andcorrect in all material respects as of the Cutoff Date, and noselection procedures believed to be adverse to the Noteholders have been utilized in selecting the Receivablesfrom other receivables of the Sponsor that meet the criteriaspecified.Not included in the Transaction.Accuracy of Information. The information relating toeach Transaction Unit set forth on Schedule 1 to theTransaction SUBI Supplement is true and correct inall material respects.23 Not included in the Benchmark. Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(b) the Lessee of which…(d) is not shown onthe Servicer’s records as a debtor in a pendingbankruptcy proceeding24 Not included in the Benchmark. Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(h) for which the related Lease arises under acontract that does not require the Lessee undersuch contract to consent to the transfer, sale orassignment of the rights of the Origination Trustunder such contract;Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 6

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-A25 Not included in the Benchmark. Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(j) which has a Securitization Value notgreater than $49,682.33;26 Not included in the Benchmark. Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(p) for which there is no credit-relatedrecourse to the related Dealer;27 Not included in the Benchmark. Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(q) for which the related Lease was originatedon or after May 1, 2009;28 Not included in the Benchmark. Eligible Units. As of the Cut-Off Date, eachTransaction Unit included in the Transaction SUBIPortfolio was an Eligible Unit.“Eligible Unit” means, at the Cut-Off Date, a Unit:(t) for which the related Vehicle is a Hyundaibrand or Kia brand Vehicle;29 Not included in the Benchmark. Event of Loss. As of the Cut-Off Date, to theSeller’s knowledge, no Vehicle included in anyTransaction Unit was subject to an event whichwould constitute an Event of Loss.30 Not included in the Benchmark. Aggregate Securitization Value. As of the Cut-offDate, the aggregate Securitization Value of allTransaction Units was $1,007,942,009.31 Not included in the Benchmark. New Vehicles. Each Vehicle related to aTransaction Unit was a new Vehicle at the inceptionof the related Lease.32 Not included in the Benchmark. Location of Leases. As of the Closing Date, the filesand records for each Transaction Unit aremaintained at the offices of the Servicer.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 7

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-AEnforcement mechanism(s)33 Repurchase of Receivables. In the event of a breach ofany representation or warranty set forth in Section # whichmaterially and adversely affects the interest of thePurchaser [Intermediary] (or any assignee thereof ) in anyReceivable, unless such breach shall have been cured in allmaterial respects, the Seller [Originator] shall repurchasesuch Receivable by the last day of the second CollectionPeriod following the Collection Period in which thediscovery of the breach is made or notice is received, asthe case may be. This repurchase obligation shall obtain forall representations and warranties of the Seller [Originator]contained in Section # of this Agreement whether or not theSeller [Originator] has knowledge of the breach at the timeof the breach or at the time the representations andwarranties were made. In consideration of the purchase ofany such Receivable, the Seller [Originator] shall remit anamount equal to the Warranty Purchase Payment in respectof such Receivable to the Purchaser [Intermediary].34 Remedies. the Seller [Intermediary], the Servicer or theOwner Trustee, as the case may be, shall inform the otherparties to this Agreement and the Indenture Trusteepromptly, in writing, upon the discovery of any breach of theSeller’s [Intermediary] representations and warranties madepursuant to Section # that materially and adversely affectsthe interests of the Issuer in any Receivable. By the last dayof the second Collection Period following the CollectionPeriod in which it discovers or receives notice of suchbreach, the Seller [Intermediary] shall, unless such breachshall have been cured in all material respects, repurchasesuch Receivable and, if necessary, the Seller [Intermediary]shall enforce the obligation of [Originator] under theReceivables Purchase Agreement to repurchase suchReceivable from the Seller [Intermediary].Upon discovery by the Buyer or Seller of a breach ofany of the representations and warranties set forthin Section 2.3(b) at the time such representationsand warranties were made which materially andadversely affects the interests of the Issuer in therelated Transaction Unit, the party discovering suchbreach shall give prompt written notice thereof tothe other party, provided that, delivery of theServicer Certificate shall be deemed to constituteprompt written notice by the Seller and the Buyer ofsuch breach. If the Seller does not correct or curesuch breach prior to the end of the Collection Periodafter the date that the Seller was notified of suchbreach, then the Seller shall direct the OriginationTrustee and the Servicer to reallocate thenoncompliant Transaction Units from theTransaction SUBI Portfolio to the UTI Portfolio onthe Payment Date following the end of suchCollection Period. In consideration for suchreallocation, the Seller shall make a payment to theBuyer equal to the Securitization Value of suchTransaction Unit as of the end of the CollectionPeriod preceding such Payment Date by depositingsuch amount into the Collection Account prior to2:00 p.m., New York City time, on such PaymentDate. It is understood and agreed that theobligation of the Seller to reallocate any TransactionUnit as to which such a breach has occurred and iscontinuing as described above and to make therelated reallocation payment shall constitute the soleremedy respecting such breach available to theBuyer.Not included in the TransactionCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 8

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-ATable 2No. Benchmark TransactionRepresentations and warranties35 The Issuer [Issuing Entity] hereby represents andwarrants to the Indenture Trustee as follows36 This Indenture creates a valid and continuing securityinterest (as defined in the applicable UCC) in theReceivables in favor of the Indenture Trustee whichsecurity interest is prior to all other Liens, and isenforceable as such against creditors of and purchasersfrom the Issuing Entity.37 All steps necessary to perfect the Issuing Entity’ssecurity interest against each Obligor in the propertysecuring the Receivables have been taken.38 The Receivables constitute “chattel paper” (including“tangible chattel paper” and “electronic chattel paper”)“accounts”, “instruments” or “general intangibles” withinthe meaning of applicable UCC.39 The Issuing Entity owns and has good and marketabletitle to the Receivables free and clear of any Lien, claimor encumbrance of any Person.In addition to the representations, warranties andcovenants contained in this Indenture, the Issuerhereby represents, warrants, and covenants to theIndenture Trustee as follows on the Closing Date:The Indenture creates a valid and continuing securityinterest (as defined in the applicable UCC) in theCollateral in favor of the Indenture Trustee, whichsecurity interest is prior to all other Adverse Claimsand is enforceable as such as against creditors of andpurchasers from the Issuer.The Issuer intends the security interest Grantedpursuant to this Indenture in favor of the IndentureTrustee on behalf of the Noteholders to be prior to allother Liens in respect of the Collateral, and the Issuershall take all actions necessary to obtain andmaintain, for the benefit of the Indenture Trustee onbehalf of the Noteholders, a first lien on and a firstpriority, perfected security interest in the Collateral.The Issuer shall from time to time execute and deliverall such supplements and amendments hereto, shallfile or authorize the filing of all such financingstatements, continuation statements, instruments offurther assurance and other instruments, all asprepared by the Administrator and delivered to theIssuer, and shall take such other action necessary oradvisable to:(a) Grant more effectively all or any portion ofthe Collateral;(b) maintain or preserve the Lien and securityinterest (and the priority thereof) created by thisIndenture or carry out more effectively the purposeshereof;(c) perfect, publish notice of or protect thevalidity of any Grant made or to be made by thisIndenture;(d) enforce any of the Collateral;(e) preserve and defend title to the Collateraland the rights of the Indenture Trustee and theNoteholders in the Collateral against the claims of allPersons; or(f) pay or cause to be paid all taxes orassessments levied or assessed upon the Collateralwhen due.The Transaction SUBI Certificate constitutes a“general intangible,” “instrument,” “certificatedsecurity,” or “tangible chattel paper,” within themeaning of the applicable UCC. The Accounts andall subaccounts thereof, constitute either depositaccounts or securities accounts.The Issuer owns and has good and marketable title tothe Collateral free and clear of any Adverse Claims,claim or encumbrance of any Person, excepting onlyliens for taxes, assessments or similar governmentalCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 9

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-Acharges or levies incurred in the ordinary course ofbusiness that are not yet due and payable or as towhich any applicable grace period shall not haveexpired, or that are being contested in good faith byproper Proceedings and for which adequate reserveshave been established, but only so long asforeclosure with respect to such a lien is not imminentand the use and value of the property to which theAdverse Claim attaches is not impaired during thependency of such Proceeding.40 The Issuing Entity has caused or will have caused, withinten (10) days, the filing of all appropriate financingstatements in the proper filing office in the appropriatejurisdictions under applicable law in order to perfect thesecurity interest in the Receivables granted to theIndenture Trustee under this Indenture.41 Other than the security interest granted to the IndentureTrustee under the Indenture, the Issuing Entity has notpledged, assigned, sold, granted a security interest in, orotherwise conveyed any of the Receivables. The IssuingEntity has not authorized the filing of, nor is the IssuingEntity aware of, any financing statements against theSeller, the Depositor or the Issuing Entity that include adescription of collateral covering the Receivables otherthan the financing statements relating to the securityinterests granted to the Depositor, the Issuing Entity andthe Indenture Trustee under the Basic Documents or anyfinancing statement that has been terminated. TheIssuing Entity is not aware of any judgment or tax lienfilings against the Seller, the Depositor or the IssuingEntity.42 The Custodian has in its possession or with other thirdparty vendors all original copies of the Receivables Filesand other documents that constitute or evidence theReceivables. The Receivable Files and other documentsthat constitute or evidence the Receivables do not haveany marks or notations indicating that they have beenpledged, assigned or otherwise conveyed to any Personother than the Depositor. All financing statements filedor to be filed against the Issuing Entity in favor of theIndenture Trustee in connection herewith describing theReceivables contain a statement to the following effect:“A purchase of or security interest in any collateraldescribed in this financing statement will violate therights of the Indenture Trustee.”The Issuer has caused or will have caused, within tendays after the effective date of the Indenture, the filingof all appropriate financing statements in the properfiling office in the appropriate jurisdictions underapplicable law in order to perfect the security interestin the Collateral granted to the Indenture Trusteehereunder.Other than the transfer of the Transaction SUBI andthe Transaction SUBI Certificate from HCA to theTransferor under the SUBI Sale Agreement, thetransfer of the Transaction SUBI and the TransactionSUBI Certificate from the Transferor to the Issuerunder the SUBI Transfer Agreement and the securityinterest in the Collateral granted to the IndentureTrustee pursuant to the Indenture, none of HCA, theTransferor or the Issuer has pledged, assigned, sold,granted a security interest in, or otherwise conveyedany of the Collateral or the Accounts or anysubaccounts thereof. The Issuer has not authorizedthe filing of, and is not aware of any financingstatements against the Issuer that include adescription of collateral covering the Collateral or theAccounts or any subaccount thereof other than anyfinancing statement relating to the security interestgranted to the Indenture Trustee hereunder or thathas been terminated.None of the instruments, certificated securities ortangible chattel paper that constitute or evidence theCollateral has any marks or notations indicating thatthey have been pledged, assigned or otherwiseconveyed to any Person other than the IndentureTrustee.43 Not included in the Benchmark. All of the Collateral that constitutes securitiesentitlements has been or will have been credited toone of the Accounts. The securities intermediary foreach Account has agreed to treat all assets creditedto the Accounts as “financial assets” within themeaning of the applicable UCC.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 10

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-A44 Not included in the Benchmark. The Issuer has received all consents and approvals tothe grant of the security interest in the Collateralhereunder to the Indenture Trustee required by theterms of the Collateral that constitutes instruments orpayment intangibles.45 Not included in the Benchmark. The Issuer has received all consents and approvalsrequired by the terms of the Collateral that constitutessecurities entitlements, certificated securities oruncertificated securities to the transfer to theIndenture Trustee of its interest and rights in theCollateral hereunder.46 Not included in the Benchmark. With respect to Collateral that constitutes aninstrument or tangible chattel paper, either:(i) All original executed copies of each suchinstrument or tangible chattel paper have beendelivered to the Indenture Trustee; or(ii) Such instruments or tangible chattel paperare in the possession of a custodian and theIndenture Trustee has received a writtenacknowledgment from such custodian that suchcustodian is holding such instruments or tangiblechattel paper solely on behalf and for the benefit ofthe Indenture Trustee; or(iii) A custodian received possession of suchinstruments or tangible chattel paper after theIndenture Trustee received a written acknowledgmentfrom such custodian that such custodian is actingsolely as agent of the Indenture Trustee.47 Not included in the Benchmark. With respect to the Accounts and all subaccountsthereof that constitute deposit accounts, either:(i) The Issuer has delivered to the IndentureTrustee a fully executed agreement pursuant to whichthe bank maintaining the deposit accounts has agreedto comply with all instructions originated by theIndenture Trustee directing disposition of the funds inthe Accounts without further consent by the Issuer; or(ii) The Issuer has taken all steps necessary tocause the Indenture Trustee to become the accountholder of the Accounts.48 Not included in the Benchmark. With respect to Collateral or Accounts or subaccountsthereof that constitute securities accounts orsecurities entitlements, either:(i) The Issuer has caused or will have caused,within ten days after the effective date of theIndenture, the filing of all appropriate financingstatements in the proper filing office in the appropriatejurisdictions under applicable law in order to perfectthe security interest granted in the Collateral to theIndenture Trustee;(ii) The Issuer has delivered to the IndentureTrustee a fully executed agreement pursuant to whichthe securities intermediary has agreed to comply withall instructions originated by the Indenture Trusteerelating to the Accounts without further consent by theIssuer; or(iii) The Issuer has taken all steps necessary tocause the securities intermediary to identify in itsrecords the Indenture Trustee as the person having aCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 11

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-Asecurity entitlement against the securitiesintermediary in the Accounts.49 Not included in the Benchmark. With respect to Collateral that constitutes certificatedsecurities (other than securities entitlements), alloriginal executed copies of each security certificatethat constitutes or evidences the Collateral have beendelivered to the Indenture Trustee, and each suchsecurity certificate either (i) is in bearer form, (ii) hasbeen indorsed by an effective endorsement to theIndenture Trustee or in blank, or (iii) has beenregistered in the name of the Indenture Trustee.50 Not included in the Benchmark. Neither the Accounts nor any subaccounts thereof arein the name of any person other than the Issuer or theIndenture Trustee. The Issuer has not consented tothe securities intermediary of any Account to complywith entitlement orders of any person other than theIndenture Trustee.Enforcement mechanism(s)51 Events of Default. the occurrence of any one of thefollowing events will constitute an event of default underthis Indenture (each, an “Event of Default”): … anyrepresentation or warranty of the Issuer made in thisIndenture or in any Officer’s Certificate or otherdocument delivered pursuant to or in connection with thisIndenture proves to have been incorrect in any materialrespect as of the time made and, in each case, suchfailure or incorrectness continues for a period of 60 daysafter notice was given to the Issuer by the IndentureTrustee or to the Issuer and the Indenture Trustee by theNote holders of at least 25% of the Note Balance of theControlling Class specifying such failure orincorrectness, requiring it to be remedied and stating thatsuch notice is a “Notice of Default”.52 Acceleration of Maturity; Rescission and Annulment: (a)If an Event of Default occurs and is continuing, theIndenture Trustee or the Noteholders of at least amajority of the Note Balance of the Controlling Classmay declare all of the Notes to be immediately due andpayable, by notice to the Issuer (and to the IndentureIndenture Defaults. The occurrence and continuationof any one of the following events (whatever thereason for such Indenture Default and whether it shallbe voluntary or involuntary or effected by operation oflaw or pursuant to any judgment, decree or order ofany court or any order, rule or regulation of anyadministrative or governmental body) shall constitutea default under this Indenture (each, an “IndentureDefault”):… (c) default in the observance orperformance of any covenant or agreement of theIssuer made in this Indenture (other than a covenantor agreement, a default in the observance orperformance of which is elsewhere in this Sectionspecifically dealt with), or any representation orwarranty of the Issuer made in this Indenture or in anycertificate or other writing delivered pursuant hereto orin connection herewith proving to have been incorrectin any material respect as of the time when the sameshall have been made, which default or inaccuracymaterially and adversely affects the interests of theNoteholders, and such default shall continue or not becured, or the circumstance or condition in respect ofwhich such misrepresentation or warranty wasincorrect shall not have been eliminated or otherwisecured, for a period of 60 days after there shall havebeen given, by registered or certified mail, to theIssuer by the Indenture Trustee or to the Issuer andthe Indenture Trustee by Noteholders representing atleast a majority of the Outstanding Note Amount, awritten notice specifying such default or incorrectrepresentation or warranty and requiring it to beremedied and stating that such notice is a “Notice ofDefault” hereunder;Section 5.2 Acceleration of Maturity; Waiver ofIndenture Default. If an Indenture Default specified inSection 5.1(a), (b) or (c) should occur and becontinuing, the Indenture Trustee may, or if directedby the Noteholders representing not less than amajority of the Outstanding Note Amount, votingCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 12

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-ATrustee if given by the Noteholders). Upon any suchdeclaration, the unpaid Note Balance of the Notes,together with accrued and unpaid interest through thedate of acceleration, will become immediately due andpayable. (b) the Noteholders of at least a majority of theNote Balance of the Controlling Class, by notice to theIssuer and the Indenture Trustee, may rescind and annula declaration of acceleration of maturity and itsconsequences before a judgment or decree for paymentof the amount due has been obtained by the IndentureTrustee as provided in this Article # if: (i) the Issuer haspaid or deposited with the Indenture Trustee an amountsufficient to (A) pay all payments of principal of andinterest on the Notes and all other amounts that wouldthen be due under this Indenture or upon the Notes if theEvent of Default giving rise to such acceleration had notoccurred, (B) pay all amounts owed to the IndentureTrustee under Section #, and (C) pay all otheroutstanding fees and expenses of the Issuer, and (ii) allEvents of Default, other than the non-payment of theprincipal of the Notes that has become due solely bysuch acceleration, have been cured or waived asprovided in Section #.53 Remedies; Priorities.(a) If the Notes have been accelerated under Section #,the Indenture Trustee may do one or more of thefollowing (subject to Section #), and will upon directionby the Noteholders of a majority of the Note Balance ofthe Controlling Class:(i) institute a Proceeding in its own name and as trusteeof an express trust for the collection of all amounts thenpayable on the Notes or under this Indenture withrespect to theNotes, enforce any judgment obtained and collect fromthe Issuer monies adjudged due;(ii) institute a Proceeding for the complete or partialforeclosure of this Indenture with respect to theCollateral;(iii) exercise any remedies of a secured party under theUCC and take any other action to protect and enforcethe rights and remedies of the Indenture Trustee and theNoteholders; and(iv) sell or otherwise liquidate all or any portion of theCollateral or rights or interest in the Collateral at one ormore public or private sales called and conducted in anymanner permitted by law.(b) Notwithstanding Section #, the Indenture Trustee isprohibited from selling or otherwise liquidating theCollateral unless: …The Event of Default is described in Section # and:(A) the Noteholders representing 100% of theOutstanding Amount of the Notes consent to such saleor liquidation; or(B) the proceeds of such sale or liquidation are expectedto be sufficient to pay in full all amounts owed by theIssuer to the Secured Parties including all principal ofand accrued interest on the Notes Outstanding.together as a single Class, shall declare the principalof the Notes to be immediately due and payable.Upon such declaration, the Indenture Trustee shallpromptly provide written notice to the Administrator…Such acceleration may be rescinded by (x) in thecase of an Indenture Default specified in Section5.1(d) or (e), Noteholders holding 100% of theOutstanding Amount, and (y) in the case of any otherIndenture Default, Noteholders holding a majority ofthe Outstanding Note Amount, voting together as asingle class before a judgment or decree for paymentof the amount due has been obtained by theIndenture Trustee if (a) the Issuer has deposited withthe Indenture Trustee an amount sufficient to pay (i)all interest on and principal of the Notes as if theIndenture Default giving rise to such declaration hadnot occurred and (ii) all reasonable amountspreviously advanced by the Indenture Trustee and itsreasonable costs and expenses and (b) all IndentureDefaults (other than the nonpayment of principal ofthe Notes that has become due solely by suchacceleration) have been cured or waived.(a) If an Indenture Default shall have occurredand be continuing, the Indenture Trustee may do oneor more of the following (subject to Sections 5.2 and5.5):(i) institute Proceedings in its own name and astrustee of an express trust for the collection of allamounts then payable on the Notes or under thisIndenture with respect thereto, whether by declarationor otherwise, enforce any judgment obtained, andcollect from the Issuer and any other obligor uponsuch Notes monies adjudged due;(ii) institute Proceedings from time to time forthe complete or partial foreclosure of this Indenturewith respect to the Trust Estate;(iii) exercise any remedies of a secured partyunder the UCC and take any other appropriate actionto protect and enforce the rights and remedies of theIndenture Trustee and the Noteholders; and(iv) subject to Section 5.17, and, if applicable,giving effect to any direction of the holder of theTransaction SUBI Certificate pursuant to Section11.4(c) of the Transaction SUBI Supplement, after anacceleration of the maturity of the Notes pursuant toSection 5.2, sell the Trust Estate or any portionthereof or rights or interest therein, at one or morepublic or private sales called and conducted in anymanner permitted by law;provided, however, that the Indenture Trustee maynot sell or otherwise liquidate the Trust Estatefollowing an Indenture Default, unless (A) theTransferor elects to exercise its rights to purchase theTransaction SUBI Certificate pursuant to Section 9.4of the Trust Agreement, (B) the Noteholders holding100% of the Outstanding Note Amount consentthereto, (C) the proceeds of such sale or liquidationare sufficient to discharge in full all amounts then dueand unpaid upon all Outstanding Notes at the date ofsuch sale… provided, further, that the IndentureTrustee may not sell the Trust Estate unless it shallCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 13

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-Afirst have obtained an Opinion of Counsel (at theexpense of the Issuer) that such sale will not causethe Origination Trust or an interest therein or portionthereof or the Issuer to be classified as an associationor a publicly traded partnership taxable as acorporation for federal income tax purposes. Indetermining such sufficiency or insufficiency withrespect to clauses (B) and (C) of the precedingsentence, the Indenture Trustee may but need notobtain (at the expense of the Issuer) and rely upon anopinion of an Independent investment banking oraccounting firm of national reputation as to thefeasibility of such proposed action and as to thesufficiency of the Trust Estate for such purpose.Table 3No. Benchmark TransactionRepresentations and warranties54 Not included in the Benchmark. The Servicer represents and warrants to theTransferor, the Issuer and the Indenture Trustee onbehalf of the Noteholders as follows:55 Not included in the Benchmark. Existence and Power. The Servicer is a corporation,duly organized, validly existing and in good standingunder the laws of the State of California and has allpower and authority required to carry on its businessas it is now conducted. The Servicer has obtained allnecessary licenses and approvals in all jurisdictionswhere the failure to do so would materially andadversely affect the business, properties, financialcondition or results of operations of the Servicer,taken as a whole.56 Not included in the Benchmark. Authorization and No Contravention. The execution,delivery and performance by the Servicer of eachTransaction Document to which it is a party (i) havebeen duly authorized by all necessary corporateaction and (ii) do not violate or constitute a defaultunder (A) any applicable law, rule or regulation, (B) itsorganizational instruments or (C) any agreement,contract, order or other instrument to which it is aparty or its property is subject and (iii) will not result inany Adverse Claim on any Transaction Unit orCollection or give cause for the acceleration of anyindebtedness of the Servicer.57 Not included in the Benchmark. No Consent Required. No approval, authorization orother action by, or filing with, any GovernmentalAuthority is required in connection with the execution,delivery and performance by the Servicer of anyTransaction Document, other than UCC filings andother than approvals and authorizations that havepreviously been obtained and filings which havepreviously been made.58 Not included in the Benchmark. Binding Effect. Each Transaction Document to whichthe Servicer is a party constitutes the legal, valid andbinding obligation of the Servicer enforceable againstthe Servicer in accordance with its terms, except asCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 14

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-Alimited by bankruptcy, insolvency, or other similarlaws of general application relating to or affecting theenforcement of creditors’ rights generally and subjectto general principles of equity.59 Not included in the Benchmark. No Proceedings. There is no action, suit, Proceedingor investigation pending or, to the knowledge of theServicer, threatened against the Servicer which,either in any one instance or in the aggregate, wouldresult in any material adverse change in the business,operations, financial condition, properties or assets ofthe Servicer, or in any material impairment of the rightor ability of the Servicer to carry on its businesssubstantially as now conducted, or in any materialliability on the part of the Servicer, or which wouldrender invalid the Servicing Agreement, thisTransaction SUBI Servicing Supplement or theTransaction Units or the obligations of the Servicercontemplated herein or therein, or which wouldmaterially impair the ability of the Servicer to performunder the terms of this Transaction SUBI ServicingSupplement or any other Transaction Document.60 Not included in the Benchmark. “Servicer Replacement Event” means any one ormore of the following that shall have occurred and becontinuing:… (c) any representation or warranty ofthe Servicer made in the Transaction SUBI ServicingSupplement or the Servicing Agreement, any otherTransaction Document to which the Servicer is a partyor by which it is bound or any certificate deliveredpursuant to the Transaction SUBI ServicingSupplement or the Servicing Agreement proves to beincorrect in any material respect when made, whichfailure materially and adversely affects the rights ofany holder of the Transaction SUBI Certificate or theNoteholders, and such failure continues unremediedfor 90 days after discovery thereof by an officer of theServicer or receipt by the Servicer of written noticethereof from the Indenture Trustee or Noteholdersevidencing at least a majority of the Outstanding NoteAmount, voting together as a single class; it beingunderstood that any repurchase of a Unit by HCApursuant to Section 2.3 of the SUBI Sale Agreementshall be deemed to remedy any incorrectrepresentation or warranty with respect to such Unit;61 Not included in the Benchmark. (a) Upon the occurrence and continuation of anyServicer Replacement Event, the Servicer shallprovide to the Indenture Trustee, the Issuer, theAdministrator and each Rating Agency prompt noticespecifying such Servicer Replacement Event,together with a description of its efforts to perform itsobligations. The Servicer may not resign except inaccordance with Section 2.10(a) of the ServicingAgreement.(b) If a Servicer Replacement Event shall haveoccurred and be continuing, the SUBI Trustee onbehalf of the holder of the Transaction SUBICertificate, shall, at the direction of the RequiredRelated Holders, by notice given to the Servicer, theIssuer, the Indenture Trustee and the Administrator,terminate the rights and obligations of the ServicerCopyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 15

U.S. Auto Loan ABS Standard & Poor's Ratings Services 17g-7 Disclosure Report: Hyundai Auto Lease Securitization Trust 2012-Aunder this Transaction SUBI Servicing Supplementand the Servicing Agreement with respect to theTransaction SUBI and the Included Units. In theevent the Servicer is removed or resigns as Servicerwith respect to servicing the Transaction SUBIAssets, the Required Related Holders shall appoint asuccessor Servicer. With respect to any ServicerReplacement Event, the SUBI Trustee, acting on thedirection of the Required Related Holders may waiveany default of the Servicer. For purposes of thisSection, so long as the Lien of the Indenture is inplace, the “Required Related Holders” shall bedeemed to be the Indenture Trustee, acting at thedirection of the Holders of not less than 66 2/3% ofthe Outstanding Notes and thereafter, the Issuer,acting at the direction of the MajorityCertificateholders.The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In orderto make the benchmarks generic, we made the following modifications. Specific article or section numbers have beenreplaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced with thebracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers oramounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more than#%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural andconstruction equipment’ now reads as ‘financing of [type of] equipment’).This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © 2012 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’s permission.See Disclaimer on the last page. Page 16

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