Filed Pursuant to Rule 424(h)
Registration Nos. 333-261719 & 333-261719-04

The information in this prospectus is not complete and may be amended. We may not sell these securities until we deliver a final prospectus. This prospectus is not an offer to sell nor are they seeking an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated March 30, 2023

PROSPECTUS

$1,263,600,000⁽¹⁾

Hyundai Auto Receivables Trust 2023-A
Issuing Entity
Central Index Key Number: 0001968583

Hyundai Auto Receivables Trust 2023-A will issue notes with an aggregate initial principal amount of $1,263,600,000 or an aggregate initial principal amount of $1,607,560,000. If the aggregate initial principal amount is $1,263,600,000, the following notes will be issued:

Payments on Notes

Credit Enhancement

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these notes or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Underwriters

The date of this prospectus is April      , 2023

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

WHERE TO FIND INFORMATION IN THIS PROSPECTUS

This prospectus provides information about the issuing entity and the notes offered by this prospectus.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with other or different information. If you receive any other information, you should not rely on it. We are not offering the notes in any state where the offer is not permitted. We make no claim that the information in this prospectus is accurate on any date other than the dates stated on the cover.

We have started with an introductory section describing the notes and the issuing entity in abbreviated form, followed by a more complete description of the terms of the offering of the notes. The introductory section is a Summary of Terms, which provides important information concerning the amounts and the payment terms of each class of notes and gives a brief introduction to the key structural features of the issuing entity. Immediately after the Summary of Terms, we have included Risk Factors, which describe the material risks to investors in the notes.

We include cross-references to captions in these materials where you can find additional related information. You can find page numbers on which these captions are located under the Table of Contents. You can also find a listing of the pages where the principal terms are defined under “Index of Principal Terms” beginning on page 168. The capitalized terms used in this prospectus have the meanings set forth in the glossary at the end of this prospectus.

In this prospectus, the terms “we”, “us” and “our” refer to Hyundai ABS Funding, LLC.

Whenever we use words like “intends,” “anticipates” or “expects” or similar words in this prospectus, we are making a forward-looking statement, or a projection of what we think will happen in the future. Forward-looking statements are inherently subject to a variety of circumstances, many of which are beyond our control and could cause actual results to differ materially from what we anticipate. Any forward-looking statements speak only as of the date of this prospectus. We do not assume any responsibility to update or review any forward-looking statement contained in this prospectus to reflect any change in our expectation about the subject of that forward-looking statement or to reflect any change in events, conditions or circumstances on which we have based any forward-looking statement.

REPORTS TO NOTEHOLDERS

After the notes are issued, unaudited monthly reports containing information concerning the issuing entity, the notes and the receivables will be prepared by Hyundai Capital America (“HCA”), and sent on behalf of the issuing entity to the indenture trustee, who will forward the same to Cede & Co. (“Cede”), as nominee of The Depository Trust Company (“DTC”).

The indenture trustee will also make such reports available to noteholders each month via its Internet website, which is presently located at www.sf.citidirect.com. Assistance in using this Internet website may be obtained by calling the indenture trustee’s customer service desk at 1-800-422-2066. The indenture trustee will notify the noteholders in writing of any changes in the address or means of access to the Internet website where the reports are accessible.

The reports do not constitute financial statements prepared in accordance with generally accepted accounting principles. HCA, the depositor and the issuing entity do not intend to send any of their financial reports to the beneficial owners of the notes.

WHERE YOU CAN FIND MORE INFORMATION ABOUT YOUR NOTES

The Issuing Entity

The issuing entity will file with the Securities and Exchange Commission (the “SEC”) all required annual reports on Form 10-K, periodic reports on Form 10-D, monthly asset level data files and related documents on Form ABS-EE and current reports on Form 8-K. Those reports will be filed with the SEC under the name “Hyundai Auto Receivables Trust 2023-A” and file number 333-261719-04.

The Depositor

The depositor has filed with the SEC a registration statement on Form SF-3 that includes this prospectus and certain amendments and exhibits under the Securities Act of 1933, as amended, relating to the offering of the notes described herein. This prospectus does not contain all of the information in the registration statement. Copies of the registration statement will be provided free of charge upon written request to Hyundai Capital America, 3161 Michelson Drive, Irvine, California 92612. The registration statement is available for inspection without charge at the public reference facilities maintained at the SEC’s Public Reference Room, located at 100 F Street N.E., Washington, D.C. 20549 on official business days between the hours of 10 a.m. and 3 p.m.

You may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC at (800) SEC-0330. The SEC also maintains a website (http://www.sec.gov) that contains reports, registration statements, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Copies of the operative agreements relating to the Securities will also be filed with the SEC on EDGAR under the registration number shown above.

The depositor has furnished or will furnish a Form ABS-15G to the SEC pursuant to Rule 15Ga-2 of the Exchange Act, which is available on the SEC’s website described above. The Form ABS-15G is not incorporated by reference into this prospectus or the registration statement.

Static Pool Data

We have published charts that reflect the static pool performance data of previous public securitizations of the sponsor in Appendix A. We caution you that this pool of receivables may not perform in a similar manner to the receivables in other issuing entities.

________________________
________________________

NOTICE TO INVESTORS: UNITED KINGDOM

THIS PROSPECTUS MAY ONLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED IN THE UNITED KINGDOM (THE “UK”) TO PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFYING AS INVESTMENT PROFESSIONALS UNDER ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”), OR TO PERSONS FALLING WITHIN ARTICLE 49(2)(A)-(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER, OR TO ANY OTHER PERSON TO WHOM THIS prospectus MAY OTHERWISE LAWFULLY BE COMMUNICATED OR CAUSED TO BE COMMUNICATED WITHOUT THE NEED FOR SUCH DOCUMENT TO BE APPROVED, MADE OR DIRECTED BY AN “AUTHORISED PERSON” (AS DEFINED BY SECTION 31(2) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (THE “FSMA”)) UNDER SECTION 21 OF THE FSMA (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).

NEITHER THIS PROSPECTUS NOR THE NOTES ARE OR WILL BE AVAILABLE IN THE UK TO PERSONS WHO ARE NOT RELEVANT PERSONS AND THIS PROSPECTUS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS IN THE UK WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PROSPECTUS RELATES, INCLUDING THE NOTES, IS AVAILABLE IN THE UK ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UK. THE COMMUNICATION OF THIS PROSPECTUS TO ANY PERSON IN THE UK WHO IS NOT A RELEVANT PERSON IS UNAUTHORIZED AND MAY CONTRAVENE THE FSMA.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK retail investor in the UK. For these purposes, a “UK retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of COMMISSION DELEGATED Regulation (EU) 2017/565 as it forms part of the domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of REGULATION (EU) 2017/1129 (as amended) AS IT FORMS PART OF the domestic law of the UK BY VIRTUE OF THE EUWA, AS AMENDED (THE “UK PROSPECTUS REGULATION”).

Consequently no key information document required by Regulation (eu) no 1286/2014 (AS AMENDED) as it forms part of the domestic law of the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to UK retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any UK retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE UK PROSPECTUS REGULATION.

NOTICE TO INVESTORS: EUROPEAN ECONOMIC AREA

The NOTES are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any EU retail investor in the European Economic Area (THE “EEA”). For these purposes, an “EU retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, AS AMENDED (“MiFID II”); or (ii) a customer within the meaning of Directive (eu) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in ARTICLE 2 OF REGULATION (EU) 2017/1129, AS AMENDED (the “prospectus regulation”).

Consequently no key information document required by Regulation (EU) No 1286/2014, AS AMENDED (the “PRIIPs Regulation”) for offering or selling the NOTES or otherwise making them available to eu retail investors in the eea has been prepared and therefore offering or selling the NOTES or otherwise making them available to any eu retail investor in the eea may be unlawful under the PRIIPS Regulation.

THIS PROSPECTUS IS NOT A PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION.

SUMMARY OF STRUCTURE AND FLOW OF FUNDS¹

SUMMARY OF TERMS

This summary highlights selected information from this prospectus does not contain all of the information that you need to consider in making your investment decision. This summary provides an overview of certain information to aid your understanding and is qualified in its entirety by the full description of this information appearing elsewhere in this prospectus. You should carefully read this entire prospectus to understand all of the terms of the offering.

THE PARTIES

Issuing Entity

Hyundai Auto Receivables Trust 2023-A (the “issuing entity”), a Delaware statutory trust, will issue the notes. The issuing entity was formed by a trust agreement among the depositor, the administrator and U.S. Bank Trust National Association, as owner trustee of the issuing entity. The principal assets of the issuing entity will be a pool of receivables which are retail installment sale contracts secured by new and used automobiles, light-duty trucks and minivans (“retail installment sale contracts”).

Depositor

Hyundai ABS Funding, LLC, a Delaware limited liability company, a wholly-owned special purpose subsidiary of Hyundai Capital America, is the “depositor.” The depositor will sell the receivables to the issuing entity. You may contact the depositor by mail at 3161 Michelson Drive, Suite 1900, Irvine, California 92612, or by calling (949) 732-2697.

Seller

Hyundai Capital America, a California corporation (“HCA”) will sell the receivables to the depositor.

Sponsor/Servicer

HCA is the sponsor and will also act as the servicer for the receivables. In that capacity, the servicer will handle all collections, administer defaults and delinquencies and otherwise service the receivables.

Administrator

HCA will act as administrator of the issuing entity. As administrator, it will perform the administrative obligations required to be performed for the issuing entity or the owner trustee under the indenture and the trust agreement.

Indenture Trustee

Citibank, N.A., a national banking association, will act as the indenture trustee.

Owner Trustee

U.S. Bank Trust National Association, a national banking association, will act as the owner trustee.

Asset Representations Reviewer

Clayton Fixed Income Services LLC, a Delaware limited liability company, will act as the asset representations reviewer.

Calculation Agent

Citibank, N.A., a national banking association, will act as the calculation agent. The calculation agent will determine the SOFR rate and calculate the interest rate for the Class A-2-B notes using the method described in the definition of “SOFR Rate” set forth under “The Notes—Payments of Interest.” If the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the administrator will determine an alternative benchmark in accordance with the benchmark replacement provisions described under “The Notes—Payments of Interest—Effect of Benchmark Transition Event.” The Class A-2-B noteholders will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

THE OFFERED NOTES

The issuing entity may issue the following notes pursuant to the indenture if the aggregate initial principal amount of the notes is $1,263,600,000:

⁽¹⁾  HCA, or an affiliate thereof, will retain all of the Class B notes and Class C notes. HCA, or an affiliate thereof, may retain an additional amount or all of one or more of the other classes of notes.

⁽²⁾  If the aggregate initial principal amount of the notes is $1,607,560,000, the issuing entity will issue the following notes: $335,060,000 of Class A-1 notes, $564,400,000 of Class A-2 notes, $503,900,000 of Class A-3 notes, $125,000,000 of Class A-4 notes, $29,700,000 of Class B notes and $49,500,000 of Class C notes.

⁽³⁾  The Class A-2-B notes will accrue interest at a floating rate based on a benchmark, which initially will be the “SOFR Rate” plus a spread. The SOFR Rate will be determined by the calculation agent using the method described in “The Notes–Payments of Interest.” If the sum of the SOFR Rate plus ●% is less than 0.00% for any interest period, then the interest rate for the Class A-2-B notes for such interest period will be deemed to be 0.00%. For a description of how interest will be calculated on the Class A-2-B notes, see “The Notes–Payments of Interest”. However, the benchmark may change in certain situations after the closing date. For more information on the circumstances under which the benchmark may change see “The Notes–Payments of Interest—Effect of Benchmark Transition Event”.

The Class A-2-A notes and the Class A-2-B notes are sometimes referred to as the “Class A-2 notes.” The Class A-2-A notes rank pari passu with the Class A-2-B notes.

The allocation of the principal balance between the Class A-2-A notes and Class A-2-B notes will be determined no later than the day of pricing, although the principal balance of the Class A-2-B notes may not exceed 50% of the aggregate principal balance of the Class A-2 notes. Consequently, the allocation of the principal balance between the Class A-2-A notes and Class A-2-B notes may result in any number of possible allocation scenarios, including a scenario in which the entire principal balance of the Class A-2 notes is allocated to the fixed rate Class A-2-A notes and none of the principal balance is allocated to the floating rate Class A-2-B notes.

The interest rate for each class of notes will be a fixed rate or a combination of a fixed and floating rate if that class has both a fixed rate tranche and a floating rate tranche. For example, the Class A-2 notes are divided into fixed and floating rate tranches, and the Class A-2-A notes are the fixed rate notes and the Class A-2-B notes are the floating rate notes. We refer in this prospectus to notes that bear interest at a floating rate as “floating rate notes,” and to notes that bear interest at a fixed rate as “fixed rate notes.”

The notes will be issued in an initial denomination of $1,000 and integral multiples of $1,000 in excess thereof (except for one note of each class that may be issued in a denomination other than an integral multiple of $1,000).

The issuing entity expects to issue the notes on or about April ●, 2023, which we refer to herein as the “closing date.”

THE CERTIFICATE

The issuing entity will also issue one certificate, which represents the residual interest in the issuing entity and is not offered hereby, and to which we refer herein as the certificate. Payments on the certificate will be subordinated to payments on one or more classes of notes to the extent described in this prospectus. The depositor or an affiliate of the depositor will initially retain the certificate. Any information in this prospectus relating to the certificate is presented solely to provide you with a better understanding of the notes.

Other than the notes and the certificate, no other series or class of notes is being offered by the issuing entity. No other series or class of notes will be backed by the same asset pool or will otherwise have claims on the same assets.

THE RECEIVABLES

Purchasers of Hyundai, Kia, Genesis and other manufacturers’ automobiles, light-duty trucks and minivans often finance their purchases by entering into retail installment sale contracts with Hyundai, Kia, Genesis and other dealers who then resell the contracts to HCA. These contracts are referred to as “receivables,” the pool of those receivables as the “receivables pool” and the underlying vehicles are referred to as the “financed vehicles.” The purchasers of the financed vehicles are referred to as the “obligors.” The terms of the contracts must meet specified HCA requirements.

On or before the date the notes are issued, HCA will sell the receivables to the depositor, pursuant to the receivables purchase agreement. The depositor will then sell those receivables to the issuing entity. The

sale by the depositor to the issuing entity will be documented under the sale and servicing agreement among the depositor, the servicer, the issuing entity, the seller and the indenture trustee.

The receivables to be sold by HCA to the depositor and sold by the depositor to the issuing entity will be selected based on criteria specified in the sale and servicing agreement and described in this prospectus under “The Issuing Entity Property” and will be identified on a schedule of receivables.

ISSUING ENTITY PROPERTY

The primary assets of the issuing entity will be a pool of retail installment sale contracts secured by new and used automobiles, light-duty trucks and minivans.

The issuing entity will grant a security interest in the receivables and the other issuing entity property to the indenture trustee on behalf of the noteholders.

The issuing entity property will include the following:

If the aggregate initial principal amount of the notes is $1,263,600,000, as of the cut-off date, the receivables had the following characteristics:

If the aggregate initial principal amount of the notes is $1,607,560,000, as of the cut-off date, the receivables had the following characteristics:

In connection with the offering of the notes, the depositor has performed a review of the receivables in the pool and certain disclosure in this prospectus relating to the receivables, as described under “Review of Pool Assets.”

As described in “Receivables Underwriting and Servicing Procedures—Underwriting Procedures,” under HCA’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a HCA credit analyst based on HCA’s electronic decisioning model. Applications that are not automatically approved or rejected are ultimately reviewed by a HCA credit analyst with appropriate approval authority. If the aggregate initial

principal amount of the notes is $1,263,600,000, 81.93% of the aggregate principal balance of the receivables as of the cut-off date was automatically approved, while approximately 18.07% of the aggregate principal balance of the receivables as of the cut-off date was evaluated and approved by a HCA credit analyst with appropriate authority in accordance with HCA’s written underwriting guidelines. If the aggregate initial principal amount of the notes is $1,607,560,000, 82.41% of the aggregate principal balance of the receivables as of the cut-off date was automatically approved, while approximately 17.59% of the aggregate principal balance of the receivables as of the cut-off date was evaluated and approved by a HCA credit analyst with appropriate authority in accordance with HCA’s written underwriting guidelines.

SERVICING FEE

The issuing entity will pay the servicer a servicing fee for each collection period. The servicing fee for any payment date will be an amount equal to the product of (1) 1.00% per annum; (2) one-twelfth (or, in the case of the first payment date, 69/360); and (3) the aggregate principal balance of the receivables as of the first day of the related collection period (or, in the case of the first payment date, the aggregate principal balance of the receivables as of the cut-off date). The servicer will be entitled to collect and retain as additional servicing compensation in respect of each collection period all late fees, extension fees, non-sufficient funds charges and other administrative fees and expenses or similar charges collected during that collection period, plus all investment earnings (net of investment losses and expenses) earned during that collection period from the investment of monies on deposit in the collection account and the reserve account. The servicing fee, together with any portion of the servicing fee that remains unpaid from prior payment dates, will be payable on each payment date from available amounts on deposit in the collection account and amounts withdrawn from the reserve account (except that amounts on deposit in the reserve account may not be used for this purpose so long as the servicer is HCA or an affiliate thereof), and will be paid to the servicer prior to the payment of principal of and interest on the notes.

ADVANCES

The servicer may elect to make a payment with respect to the aggregate amount of interest and/or principal to be paid by obligors, with respect to the receivables, for which the original scheduled due date occurred before or during the related collection period that remained unpaid at the end of such collection period. We refer to such a payment herein as an “advance.” The servicer will not make an advance with respect to any defaulted receivable. Advances made by the servicer with respect to any receivable will be repaid, if not otherwise reimbursed, from available funds in the collection account and any amounts available from the reserve account. The servicer will not charge interest on amounts so advanced.

PRINCIPAL AND INTEREST

To the extent available, the issuing entity will pay principal of and interest on the notes monthly, on the 15^th day of each month (or on the next business day if such 15^th day is not a business day), which we refer to herein as the payment date. The first payment date is May 15, 2023. So long as the notes are in book-entry form, the issuing entity will make payments on the notes to the holders of record on the business day immediately preceding the payment date, which we refer to herein as the record date.

On each payment date, the issuing entity will generally pay principal on the notes from the principal distribution amount (as defined below) in the following order of priority:

The principal distribution amount means, with respect to any payment date, an amount equal to the sum of the first priority principal distribution amount, second priority principal distribution amount and regular principal distribution amount.

On each payment date after the occurrence of a specified event of default under the indenture and the acceleration of the notes or the liquidation of the receivables as a result thereof, no distributions of principal or interest will be made on the Class B notes

until the payment in full of principal of and interest on the Class A notes. Payments of principal on the Class A notes will be made first to the Class A-1 notes until the Class A-1 notes are repaid in full, and then pro rata to the Class A-2 notes (to be paid pro rata to the Class A-2-A and Class A-2-B notes), Class A-3 notes and Class A-4 notes. In addition, no distributions of principal or interest will be made on the Class C notes until payment in full of principal of and interest on the Class B notes.

The Class A-1 notes and Class A-2-B notes will accrue interest on the basis of a 360 day year and the actual number of days from and including the previous payment date to but excluding the current payment date, except that the first interest period will be from and including the closing date, to but excluding May 15, 2023.

The calculation agent will calculate the SOFR Rate for the Class A-2-B notes using the method as described under “The Notes—Payments of Interest”. If the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the administrator will determine an alternative benchmark in accordance with the benchmark replacement provisions described under “The Notes—Payments of Interest—Effect of Benchmark Transition Event”.

If the sum of the SOFR Rate and the applicable spread set forth on the front cover of this prospectus is less than 0.00% for any interest period, then the interest rate for the Class A-2-B notes for such interest period will be deemed to be 0.00%.

The Class A-2-A notes, Class A-3 notes, Class A-4 notes, Class B notes and Class C notes will accrue interest on the basis of a 360 day year consisting of twelve 30 day months from and including the 15^th day of each calendar month to but excluding the 15^th day of the succeeding calendar month, except that the first interest period will be from and including the closing date to but excluding the 15^th day of the month in which the first payment date occurs (assuming a 30 day calendar month).

OPTIONAL EARLY REDEMPTION OF THE NOTES

The outstanding notes will be redeemed in whole, but not in part, on any payment date on which the servicer or any successor to the servicer exercises, at its option, a “clean-up call” and purchases the receivables from the issuing entity. The servicer or any successor to the servicer may purchase the receivables when the pool balance of the receivables declines to 5% or less of the pool balance of the receivables as of the cut-off date. All notes will be deemed due and payable on the date that the clean-up call is exercised. We refer you to “Description of the Transaction Documents—Optional Early Redemption of the Notes” for more detailed information on the servicer’s clean-up call.

CREDIT ENHANCEMENT

Credit enhancement is intended to protect you against losses and delays in payments on your notes by absorbing losses on the receivables and other shortfalls in cash flows.

For purposes of credit enhancement, the adjusted pool balance with respect to a payment date is equal to the pool balance as of the end of the previous collection period or, initially, as of the cut-off date, minus the yield supplement overcollateralization amount as of the related payment date or, initially, as of the cut-off date.

The credit enhancement for the notes will be as follows:

To the extent the credit enhancement described above does not cover any losses, noteholders will be allocated the losses in the manner described under “Subordination of Principal and Interest” below.

See “The Notes—Payments of Interest” and “—Payments of Principal.”

Subordination of Principal and Interest

Subordination is a credit enhancement mechanism by which payments are allocated first to more senior classes, thereby increasing the likelihood of payment on such classes.

As long as the Class A notes remain outstanding:

As long as the Class A notes or Class B notes remain outstanding:

See “The Notes—Payments of Interest” and “—Payments of Principal.”

Reserve Account

On or prior to the closing date, the servicer will establish and maintain, or cause to be established and maintained, an account, which we refer to herein as the reserve account. If the aggregate initial principal amount of the notes is $1,263,600,000, the depositor will make an initial deposit of an amount equal to at least $3,239,990.44. If the aggregate initial principal amount of the notes is $1,607,560,000, the depositor will make an initial deposit of an amount equal to at least $4,121,956.02. The reserve account will be an eligible account held by the indenture trustee for the benefit of the issuing entity, and will be pledged by the issuing entity to the indenture trustee for the benefit of the issuing entity and the noteholders.

On each payment date, after making required payments to the servicer and the holders of the notes, the issuing entity will make a deposit to the reserve account to the extent necessary to cause the amount on deposit in the reserve account to equal the reserve account required amount.

The amount that we refer to as the reserve account required amount with respect to any payment date is expected to be at least 0.25% of the adjusted pool balance as of the cut-off date. However, in no event will the reserve account required amount on any payment date be more than the then aggregate outstanding principal amount of the notes on such payment date. Additionally, on any date that the clean-up call is exercised, the reserve account required amount will be equal to $0. As of any payment date, the amount of funds actually on deposit in the reserve account may, in certain circumstances, be less than the reserve account required amount.

All amounts on deposit in the reserve account on any payment date serve as credit enhancement since those amounts will be available to make up shortfalls in the amounts payable to the servicer (with respect to servicing fees and advances) and to the noteholders on such payment date to the extent described herein. Amounts on deposit in the reserve account may not be used to reimburse advances made by the servicer or be paid to HCA or any of its affiliates in respect of servicing fees owing to the servicer to the extent that HCA or any of its affiliates is the servicer. If the clean-up call is exercised, the indenture trustee will, upon written directions from the servicer, withdraw any remaining amounts on deposit in the reserve account and deposit such amounts in the collection account.

Amounts on deposit in the reserve account will be invested as provided in the sale and servicing agreement in eligible investments deemed to be “cash equivalent” for purposes of Regulation RR. Any amounts held on deposit in the reserve account (other than investment earnings on amounts on deposit therein) will be the property of the issuing entity and shall be pledged by the issuing entity and held by the indenture trustee for the benefit of the issuing entity, the noteholders and certificateholder as provided in the sale and servicing agreement. Following the payment in full of the outstanding principal amount of the notes and of all other amounts owing or to be distributed under the transaction documents, the indenture trustee will, upon written directions from the servicer, distribute any amount then on deposit in the reserve account to the depositor.

The reserve account is expected to constitute an “eligible horizontal cash reserve account” under Regulation RR, and HCA (as the sponsor) intends (by itself or through a majority-owned affiliate) to establish and fund the reserve account in partial satisfaction of its risk retention obligations. HCA (by

itself or through a majority-owned affiliate) may fund the reserve account on the closing date with an amount greater than the reserve account required amount set forth above if necessary to satisfy its obligations under Regulation RR. See “Credit Risk Retention.”

Overcollateralization

The overcollateralization amount is the amount, if any, by which the adjusted pool balance exceeds the aggregate principal amount of the notes. This overcollateralization provides credit enhancement since receivables in excess of the aggregate principal amount of the notes would support the notes. On the closing date, the adjusted pool balance will exceed the aggregate outstanding principal amount of the notes of all classes by (i) if the aggregate initial principal amount of the notes is $1,263,600,000, approximately $32,396,175.04 or (ii) if the aggregate initial principal amount of the notes is $1,607,560,000, approximately $41,222,409.95, which is in either case approximately 2.50% of the adjusted pool balance as of the cut-off date. This excess represents overcollateralization. The level of overcollateralization, as of each payment date, is designed to increase to, and thereafter be maintained at, a target level equal to 3.00% of the adjusted pool balance as of the cut-off date.

Yield Supplement Overcollateralization Amount

On the closing date, there will be an additional balance of receivables in the amount of (i) if the aggregate initial principal amount of the notes is $1,263,600,000, $145,756,269.82 representing the initial yield supplement overcollateralization amount which is approximately 10.11% of the aggregate Principal Balance of the Receivables as of the Cut-off Date or (ii) if the aggregate initial principal amount of the notes is $1,607,560,000, $180,968,880.70, representing the initial yield supplement overcollateralization amount, which is approximately 9.89% of the aggregate principal balance of all receivables of the issuing entity as of the cut-off date. The yield supplement overcollateralization amount will decline on each payment date. The yield supplement overcollateralization amount is intended to compensate for the low annual percentage rates on some of the receivables.

Excess Interest

Because more interest is expected to be paid by the obligors in respect of the receivables than is necessary to pay the sum of the amounts payable under the priority of payments with higher priority than principal, there is expected to be “excess interest.” Any such excess interest will serve as additional credit enhancement.

For more detailed information concerning the use of excess interest as credit enhancement for the notes, you should refer to “Credit Enhancement—Excess Interest.”

PAYMENT WATERFALL

From collections on the receivables during the prior calendar month and amounts withdrawn from the reserve account, the issuing entity will pay the following amounts on each payment date generally in the following order of priority:

provided that this amount will be reduced by any amount previously distributed in accordance with clause (3) above,

provided that this amount will be reduced by any amounts previously distributed in accordance with clauses (3) and (5) above,

The principal distributions under clauses (3), (5) and (7) will be distributed sequentially to the Class A-1 noteholders, the Class A-2 noteholders, the Class A-3 noteholders, the Class A-4 noteholders, the Class B noteholders and the Class C noteholders, until each such class is paid in full.

For more detailed information concerning the payment waterfall, you should refer to “The Notes—Payment of Distributable Amounts.”

EVENTS OF DEFAULT

The occurrence of any one of the following events will be an “event of default” under the indenture:

The controlling class is the most senior class of notes then outstanding.

REMEDIES UPON EVENTS OF DEFAULT

If an event of default occurs and continues, the indenture trustee may and, if directed in writing by the holders of at least a majority of the aggregate outstanding principal amount of the controlling class of notes shall, declare the notes to be immediately due and payable. That declaration, under some circumstances, may be rescinded by the holders of at least a majority in principal amount of the controlling class of the notes then outstanding.

After an event of default and the acceleration of the notes, funds on deposit in the collection account and any of the issuing entity’s other accounts with respect to the affected notes will be applied to pay principal of and interest on the notes in the order and amounts described under “The Notes—Event of Default Payment Priority.”

After an event of default, the indenture trustee may, under certain circumstances:

For more information regarding the events constituting an event of default under the indenture and the remedies available following such default, you should refer to “Description of the Indenture—Events of Default Under the Indenture; Rights Upon Event of Default.”

If an event of default relates to a failure of the issuing entity to pay interest on the controlling class of notes for thirty-five days after the due date or a default in the payment of any principal of the notes on its stated maturity date, the indenture trustee may elect to sell the assets of the issuing entity. For an event of default that relates to the bankruptcy, insolvency, receivership or liquidation of the issuing entity, the indenture trustee may only sell the assets of the issuing entity if (i) the holders of the controlling class of notes consent to the sale, (ii) the proceeds from the sale are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding notes at the date of the sale, or (iii) the indenture trustee, or an independent investment bank as provided for under the indenture, determines that the proceeds of the receivables will not be sufficient on an ongoing basis to make all payments on the outstanding notes as those payments would have become due if the obligations had not been declared due and payable, and the indenture trustee obtains the consent of the holders of at least 66 2/3% of the aggregate outstanding principal amount of the controlling class of notes. For other events of default, the indenture trustee may only sell the assets of the issuing entity if (i) the holders of all the outstanding notes and the holder of the certificate consent thereto or (ii) the proceeds from the sale are sufficient to pay in full the principal of and the accrued and unpaid interest on all outstanding notes and the certificate at the date of sale.

Following the occurrence and during the continuation of an event of default described in clause (1), (2) or (5) above under “—Events of Default” that has resulted in an acceleration of the notes, and upon the liquidation of the receivables after any event of default, the priority of payments changes. In particular, after required payments to (i) the trustees, (ii) the servicer (except amounts on deposit in the reserve account may not be used to pay the servicing fee, as long as HCA or an affiliate thereof is the servicer, and may not be used to reimburse servicer advances) and (iii) the asset representations reviewer, to the extent not previously paid by the servicer, payments will generally be made on the notes on each payment date in the following order of priority:

RECEIVABLE REPURCHASE OBLIGATION

The seller will be obligated to repurchase from the pool any receivables that do not meet certain representations and warranties as described in the next sentence. Following the discovery by or notice to the seller of a breach of any representation or warranty that materially and adversely affects the interests of the noteholders or the issuing entity, the seller, unless the breach is cured, will repurchase that receivable from the issuing entity. Any inaccuracy in the representations or warranties will be deemed not to constitute a breach if such inaccuracy does not affect the ability of the issuing entity to receive or retain payment in full on the receivable. In connection with such repurchase, the seller will be required to pay the issuing entity the repurchase payments for that receivable. This repurchase obligation will constitute the sole remedy available to the noteholders, the

indenture trustee, the owner trustee, the certificateholder or the issuing entity for any uncured breach by the seller of those representations and warranties (other than remedies that may be available under federal securities laws or other laws).

The servicer will be obligated to repurchase any receivables affected by any breach by the servicer of certain duties and covenants to make collections on the receivables, to maintain security interests in financed vehicles, and to use reasonable efforts to liquidate receivables for which the servicer has determined that eventual payment in full is unlikely if such breach materially and adversely affects the interests of the issuing entity or noteholders. Following notification or discovery of a breach of any of such duties and covenants by the servicer, the servicer, unless the breach is cured, will repurchase the materially and adversely affected receivable from the issuing entity. In connection with such repurchase, the servicer will be required to pay the issuing entity the repurchase payments for that receivable. This repurchase obligation will constitute the sole remedy available to the noteholders, the indenture trustee, the owner trustee, the certificateholder or the issuing entity for any uncured breach by the servicer of those duties and covenants (other than remedies that may be available under federal securities laws or other laws).

REVIEW OF ASSET REPRESENTATIONS

As more fully described in “Description of the Transaction Documents—Asset Representations Review,” if the aggregate amount of delinquent receivables exceeds certain thresholds then, noteholders or beneficial owners of the notes (“investors”) holding at least 5% of the aggregate outstanding principal balance of all the outstanding notes, may elect to initiate a vote to determine whether the asset representations reviewer will conduct a review. Investors representing at least a majority of the voting investors may then, subject to certain conditions, direct the asset representations reviewer to perform a review of the delinquent receivables for compliance with the representations and warranties made by the seller.

TAX STATUS

On the closing date and subject to certain assumptions and qualifications, Mayer Brown LLP, as special federal tax counsel to the issuing entity (“Special Federal Tax Counsel”), will render an opinion to the effect that: (1) the notes (other than notes (or interests therein), if any, retained by: (A) the issuing entity or a person considered to be the same person as the issuing entity for U.S. federal income tax purposes, (B) a member of an expanded group (as defined in Treasury Regulation section 1.385-1(c)(4) or any successor regulation then in effect) that includes the issuing entity (or a person considered to be the same person as the issuing entity for U.S. federal income tax purposes), (C) a “controlled partnership” (as defined in Treasury Regulation section 1.385-1(c)(1) or any successor regulation then in effect) of such expanded group or (D) a disregarded entity owned directly or indirectly by a person described in preceding clause (B) or (C)) will be classified as debt for U.S. federal income tax purposes and (2) the issuing entity will not be characterized as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

The depositor will agree, and the noteholders and beneficial owners will agree by accepting a note or beneficial interest therein, to treat the notes (other than notes, if any, retained by the issuing entity or a person considered to be the same person as the issuing entity for U.S. federal income tax purposes) as debt for federal, state and local income and franchise tax purposes.

We refer you to “Material United States Federal Income Tax Consequences” for more detailed information on the application U.S. of federal income tax laws.

CERTAIN CONSIDERATIONS FOR BENEFITS PLANS

Subject to the satisfaction of important conditions described under “Certain Considerations for ERISA and Other U.S. Employee Benefit Plans,” the notes may be purchased by employee benefit plans or other retirement arrangements. If you are a benefit plan fiduciary considering the purchase of the notes or if you intend to purchase the notes on behalf of an entity deemed to hold “plan assets” of any employee benefit plan or other retirement arrangement, you are, among other things, encouraged to consult with your counsel in determining whether all required conditions have been satisfied.

See “Certain Considerations for ERISA and Other U.S. Employee Benefit Plans.”

REGISTRATION, CLEARANCE AND SETTLEMENT

The notes will be issued in book-entry form through DTC, Clearstream or Euroclear.

MONEY MARKET INVESTMENT

The Class A-1 notes have been structured to be “eligible securities” for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. Rule 2a-7 includes additional criteria for investments by money market funds, including additional requirements relating to portfolio maturity, liquidity and risk diversification. If you are a money market fund contemplating a purchase of Class A-1 notes, you or your advisor should consider these requirements before making a purchase.

CERTAIN VOLCKER RULE CONSIDERATIONS

The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” as defined in the final regulations issued December 10, 2013, implementing the “Volcker Rule” (Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act).

CREDIT RISK RETENTION

Pursuant to the SEC’s credit risk retention rules, 17 C.F.R. Part 246 (“Regulation RR”), HCA, as the sponsor, is required to retain an economic interest in the credit risk of the securitized receivables, either directly or through one or more majority-owned affiliates. HCA intends to satisfy this obligation through (i) the retention by the depositor, its wholly-owned affiliate, of an “eligible horizontal residual interest” and (ii) the establishment of an “eligible horizontal cash reserve account” pledged by the issuing entity to the indenture trustee for the benefit of the noteholders and the issuing entity, in an aggregate amount equal to at least 5% of the fair value of all of the notes and the certificate issued by the issuing entity on the closing date.

The residual interest retained by the depositor is structured to be an “eligible horizontal residual interest” and will consist of the issuing entity’s certificate. If the aggregate initial principal amount of the notes is $1,263,600,000, HCA expects the issuing entity’s certificate to have a fair value of between $92,541,417 and $97,223,624, which is between 6.82% and 7.14% of the fair value of all of the notes and the certificate issued by the issuing entity on the closing date. If the aggregate initial principal amount of the notes is $1,607,560,000, HCA expects the issuing entity’s certificate to have a fair value of between $117,753,901 and $123,766,746, which is between 6.83% and 7.15% of the fair value of all of the notes and the certificate issued by the issuing entity on the closing date. The certificate represents 100% of the beneficial interest of the issuing entity.

On or prior to the closing date, HCA will cause to be established and funded a reserve account for the benefit of the noteholders and the issuing entity in accordance with Regulation RR. The reserve account will be funded in cash on the closing date in an amount equal to (i) if the aggregate initial principal amount of the notes is $1,263,600,000, at least $3,239,990.44, or (ii) if the aggregate initial principal amount of the notes is $1,607,560,000, at least $4,121,956.02 which is in either case approximately 0.24% of the expected fair value of all of the notes and the certificate to be issued by the issuing entity on the closing date. HCA (by itself or through a majority-owned affiliate) may fund the reserve account on the closing date with an amount greater than the reserve account required amount set forth in the preceding sentence if necessary to satisfy its obligations under Regulation RR. To the extent that funds from principal and interest collections on the receivables are not sufficient to pay the amounts that are prior to the deposits into the reserve account as described under “Payment Waterfall” above, the amount deposited in the reserve account will provide an additional source of funds for those payments; provided, however amounts on deposit in the reserve account may not be used for payments of the servicing fee so long as the servicer is HCA or an affiliate thereof or to reimburse for servicer advances.

If the aggregate initial principal amount of the notes is $1,263,600,000, the expected sum of (i) the fair value of the certificate and (ii) the amount to be deposited in the reserve account on the closing date is between $95,781,408 and $100,463,615, which is between 7.06% and 7.38% of the expected fair value of all of the notes and certificate to be issued by the issuing entity on the closing date. If the aggregate initial principal amount of the notes is $1,607,560,000, the expected sum of (i) the fair value of the certificate and (ii) the amount to be deposited in the reserve account on the closing date is between $121,875,857 and $127,888,702, which is between 7.06% and 7.39% of the expected fair value of all of the notes and certificate to be issued by the issuing entity on the closing date.

The depositor is required to retain the “eligible horizontal residual interest” and may not transfer (except to HCA or another majority-owned affiliate of HCA) or hedge that interest except as permitted by

applicable law. The depositor may transfer all or any portion of the “eligible horizontal residual interest” to HCA or another majority-owned affiliate of HCA after the closing date.

In addition, HCA, or an affiliate thereof, will initially retain the Class B notes and Class C notes, all or a portion of which may be sold after the closing date and may retain some or all of one or more of the other classes of notes.

The material terms of the certificate are described in this prospectus under “The Certificate.” The material terms of the reserve account are described under “Credit Enhancement—Reserve Account.”

We refer you to “Credit Risk Retention” in this prospectus for additional information.

EU SECURITIZATION REGULATION AND UK SECURITIZATION REGULATION

None of HCA, the depositor, the servicer, the sponsor, nor any other party to the transaction described in this prospectus or any of their respective affiliates, will undertake, or intends, to retain or commit to retain a material net economic interest in the securitization constituted by the issuance of the notes in a manner that would satisfy the requirements of the EU Securitization Regulations or the UK Securitization Regulation.

Furthermore, no such person makes or intends to make any representation or agreement that it or any other party is undertaking or will undertake to take or refrain from taking any action to facilitate or enable compliance by EU Affected Investors with the EU Due Diligence Requirements or by UK Affected Investors with the UK Due Diligence Requirements, or by any person with the requirements of any other law or regulation now or hereafter in effect in the EU, any EEA member state or the UK, in relation to risk retention, due diligence and monitoring, credit granting standards or any other conditions with respect to investments in securitization transactions.

The arrangements as described in “Credit Risk Retention” in this prospectus have not been structured with the objective of ensuring compliance with the requirements of the EU Securitization Regulation or the UK Securitization Regulation by any person.

Failure by an Affected Investor to comply with the applicable Due Diligence Requirements with respect to an investment in the notes described in this prospectus may result in the imposition of a penalty regulatory capital charge on that investment or other regulatory sanctions and/or remedial measures being taken or imposed by the competent authority of such Affected Investor.

Consequently, the notes may not be a suitable investment for Affected Investors. As a result, the price and liquidity of the notes in the secondary market may be adversely affected.

Prospective investors are responsible for analyzing their own legal and regulatory position and should consult with their own investment and legal advisors, regarding the application of the EU Securitization Regulation, the UK Securitization Regulation or other applicable regulations and the suitability of the notes for investment.

The transaction described in this prospectus is structured in a way that is unlikely to allow Affected Investors to comply with their applicable Due Diligence Requirements.

REGISTRATION UNDER THE SECURITIES ACT

The depositor has filed a registration statement relating to the notes with the SEC on Form SF-3. The depositor has met the requirements for registration on Form SF-3 contained in General Instruction I.A.1 to Form SF-3.

RATINGS

The sponsor expects that the notes will receive credit ratings from two nationally recognized statistical rating organizations hired by the sponsor to rate the notes (the “Hired Agencies”). Although the Hired Agencies are not contractually obligated to monitor the ratings on the notes, we believe that the Hired Agencies will continue to monitor the transaction while the notes are outstanding. The Hired Agencies’ ratings on the notes may be lowered, qualified or withdrawn at any time. In addition, a rating agency not hired by the sponsor to rate the transaction may provide an unsolicited rating that differs from (or is lower than) the ratings provided by the Hired Agencies. A rating is based on each Hired Agency’s independent evaluation of the receivables and the availability of any credit enhancement for the notes. A rating, or a change or withdrawal of a rating, by one Hired Agency will not necessarily correspond to a rating, or a change or a withdrawal of a rating, from any other Hired Agency. See “Risk Factors—Risks relating to the nature of the notes and the structure of the transaction—A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, could adversely affect the market value of your notes and/or limit your ability to resell your notes.”

SUMMARY OF RISK FACTORS

The notes are subject to certain risks that you should consider before making a decision to purchase any notes. This summary is included to provide an overview of the principal risks. It does not contain all of the information regarding the risks that you should consider in making your decision to purchase any notes. To understand these risks fully, you should read “Risk Factors” beginning on page 16.

Risks relating to the nature of the notes and the structure of the transaction

The notes are subject to risks relating to their nature as asset-backed securities and the structure of the transaction, which could lead to shortfalls in payments or losses on your notes, adversely affect the market value of your notes and/or limit your ability to resell your notes.

Risks relating to the characteristics, servicing and performance of the receivables

The notes are subject to risks relating to the characteristics, servicing and performance of the receivables, which could lead to shortfalls in payments or losses on your notes, adversely affect the market value of your notes and/or limit your ability to resell your notes.

Risks relating to the transaction parties

The notes are subject to risks relating to the various transaction parties, which could lead to shortfalls in payments or losses on your notes, adversely affect the market value of your notes and/or limit your ability to resell your notes, including:

Risks relating to macroeconomic, regulatory and other external factors

The notes are subject to risks relating to the macroeconomic, regulatory and other external factors, which could lead to shortfalls in payments or losses on your notes, adversely affect the market value of your notes and/or limit your ability to resell your notes, including:

Risks relating to the issuance of a floating rate class of notes and the uncertainty regarding SOFR

The notes are subject to risks relating to uncertainty regarding SOFR, which could lead to shortfalls in payments or losses on your notes, adversely affect the market value of your notes and/or limit your ability to resell your notes, including:

RISK FACTORS

An investment in the notes involves significant risks. Before you decide to invest, we recommend that you carefully consider the following risk factors.

Risks relating to the nature of the notes and the structure of the transaction

You must rely for repayment only upon the issuing entity’s assets, which may not be sufficient to make full payments on your notes.

Your notes are secured solely by the assets of the issuing entity. Your notes will not represent an interest in or obligation of us, HCA or any other person. The seller and the servicer may have a limited obligation to repurchase some receivables under some circumstances as described in this prospectus. Distributions on any class of notes will depend solely on the amount of and timing of payments and other collections in respect of the receivables and any credit enhancement for the notes specified in this prospectus. We cannot assure you that these amounts, together with other payments and collections in respect of the receivables, will be sufficient to make full and timely distributions on your notes. The notes and the receivables will not be insured or guaranteed, in whole or in part, by the United States or any governmental entity.

You may experience a loss or a delay in receiving payments on the notes if the assets of the issuing entity are liquidated; proceeds from the liquidation may not be sufficient to pay your notes in full.

The indenture trustee may, and if so directed by the holders of the requisite percentage of the most senior outstanding class of notes, following an acceleration of the notes upon an event of default, the indenture trustee will, liquidate the assets of the issuing entity only in limited circumstances. If a liquidation occurs close to the date when one or more classes of notes would otherwise be paid in full, repayment of such classes might be delayed while liquidation of the assets is occurring. It is difficult to predict the length of time that will be required for liquidation of the assets of the issuing entity to be completed. However, there is no assurance that the amount received from the liquidation will at any time be equal to or greater than the aggregate principal amount of the notes. Therefore, upon an event of default, there can be no assurance that sufficient funds will be available to repay you in full. See “Description of the Indenture—Events of Default Under the Indenture; Rights Upon Event of Default.” Even if liquidation proceeds are sufficient to repay the notes in full, any liquidation that causes the principal of one or more classes of notes to be paid before the related final scheduled maturity date will involve the prepayment risks described under “—You may experience reduced returns on your investment resulting from prepayments, repurchases or early termination of the issuing entity.”

You may experience reduced returns on your investment resulting from prepayments, repurchases or early termination of the issuing entity.

You may receive payment of principal on your notes earlier than you expected for the reasons set forth below. As a result, you may not be able to reinvest the principal paid to you earlier than you expected at a rate of return that is equal to or greater than the rate of return on your notes. Prepayments on the receivables by the related obligors and purchases of the receivables by the seller and the servicer will shorten the life of the notes to an extent that cannot be fully predicted.

The seller will be required to repurchase receivables from the issuing entity if there is an uncured breach of a representation or warranty relating to those receivables that materially and adversely affects the interests of the noteholders. Any inaccuracy in the representations or warranties will be deemed not to constitute a breach if such inaccuracy does not affect the ability of the issuing entity to receive or retain payment in full on the receivable. The servicer will be required to repurchase receivables from the issuing entity if there is an uncured breach of certain covenants relating to those receivables that materially and adversely affects the interests of the noteholders or the issuing entity. The servicer will be permitted to purchase all remaining receivables from the issuing entity when the outstanding aggregate principal balance of the receivables is 5% or less of the initial aggregate principal balance of the receivables as of the cut-off date.

If the receivables are sold upon exercise of a “clean-up call” redemption by the servicer, you will receive the remaining principal amount of your notes plus accrued interest through the related interest period. Because your notes will no longer be outstanding, you will not receive the additional interest payments that you would have received had the notes remained outstanding. If you bought your notes at par or at a premium, your yield to maturity will be lower than it would have been if the optional early redemption of the notes had not been exercised. The issuing entity is not required to pay any redemption premium or make-whole payment.

Further, the receivables may be prepaid, in full or in part, voluntarily or as a result of defaults, theft of or damage to the related vehicles or for other reasons. The rate of prepayments on the receivables may be influenced by a variety of economic, social and other factors in addition to those described above. The servicer has limited historical experience with respect to prepayments on receivables. In addition, the servicer is not aware of publicly available industry statistics that detail the prepayment experience for contracts similar to the receivables. There can be no assurance as to the number of simple interest contracts in the issuing entity that may become prepaid or the number or the principal amount of the scheduled payments that may be paid ahead. For these reasons, the servicer cannot predict the actual prepayment rates of the receivables. You will bear reinvestment risk resulting from prepayments on the receivables and the corresponding acceleration of payments on the notes.

If an obligor on a simple interest contract makes a payment on the contract ahead of schedule, the weighted average life of the notes could be affected. This is because the additional scheduled payments will be treated as a principal prepayment and applied to reduce the principal balance of the related contract and the obligor will generally not be required to make any scheduled payments during the period for which it has paid ahead. During this prepayment period, interest will continue to accrue on the principal balance of the contract, as reduced by the application of the additional scheduled payments, but the obligor’s contract would not be considered delinquent. While the servicer may elect to make interest advances during this period, no principal advances will be made. Furthermore, when the obligor resumes the required payments, the payments so paid may be insufficient to cover the interest that has accrued since the last payment by the obligor. This situation will continue until the regularly scheduled payments are once again sufficient to cover all accrued interest and to reduce the principal balance of the contract. The payment by the issuing entity of the prepaid principal amount on the notes will generally shorten the weighted average life of the notes. However, depending on the length of time during which a prepaid contract is not amortizing as described above, the weighted average life of the notes may be extended. In addition, to the extent the servicer makes advances on a prepaid contract that subsequently goes into default, the loss on this contract may be larger than would have been the case had advances not been made because liquidation proceeds for the contract will be deposited into the collection account and applied first to reimburse the servicer its advances. HCA’s portfolio of retail installment sale contracts has historically included simple interest contracts that have been prepaid by one or more scheduled monthly payments.

The final payment of each class of notes is expected to occur prior to its stated maturity date because of the prepayment and purchase considerations described above. If sufficient funds are not available to pay any class of notes in full on its stated maturity date, an event of default will occur and final payment of that class of notes may occur later than that date.

The occurrence of a Benchmark Transition Event may result in a deemed taxable exchange for Noteholders for U.S. federal income tax purposes.

As described under “The Notes—Payments of Interest—The SOFR Rate” the interest rate payable on a floating rate may be subject to change after a Benchmark Replacement. If an alternative method or index is designated in place of Compounded SOFR for the Class A-2-B Notes upon a Benchmark Transition Event, the U.S. federal income tax consequences of such replacement are uncertain. If such a replacement constituted a “significant modification” of such notes under Treasury Regulation Section 1.1001-3, the replacement may result in a deemed taxable exchange of such Class A-2-B Notes and the realization of gain or loss, as well as other corollary tax consequences.

Lack of liquidity in the secondary market may adversely affect the ability to sell your notes, and the absence of a secondary market for the notes could limit your ability to resell your notes.

Recent and, in some cases, continuing events in the global financial markets, including the failure, acquisition or government seizure of several major financial institutions, the establishment of government bailout programs for

financial institutions, problems related to subprime mortgages and other financial assets, the de-valuation of various assets in secondary markets, the forced sale of asset-backed and other securities as a result of the de-leveraging of structured investment vehicles, hedge funds, financial institutions and other entities, the lowering of rates on certain asset-backed securities, the current uncertainty surrounding the future of the UK’s ongoing relationship with the European Union, the COVID-19 pandemic generally, have caused periods of reduced liquidity in the secondary market for asset-backed securities. These periods of illiquidity may reoccur, and even worsen, and may adversely affect the value of your notes. As a result of the foregoing, you may not be able to sell your notes when you want to do so or you may not be able to obtain the price you wish to receive.

If you want to sell your notes you must locate a purchaser that is willing to purchase those notes. The underwriters intend to make a secondary market for the notes. The underwriters will do so by offering to buy the notes from investors that wish to sell. However, the underwriters will not be obligated to make offers to buy the notes and may stop making offers at any time. In addition, the prices offered, if any, may not reflect prices that other potential purchasers would be willing to pay, were they to be given the opportunity.

If you own Class B notes or Class C notes, you are subject to greater credit risk because the Class B notes are subordinate to the Class A notes and the Class C notes are subordinate to the Class A notes and the Class B notes, and failure to pay interest on the subordinated classes of notes is not an event of default.

The Class B notes and the Class C notes bear greater risk than the Class A notes because payments of interest and principal on the Class B notes are subordinate, to the extent described in this prospectus under “The Notes—Payment of Distributable Amounts”, to payments of interest and principal on the Class A notes, and payments of interest and principal on the Class C notes are subordinate, to the extent described below, to the payments of interest and principal on the Class B notes and the Class C notes.

Principal payments on the Class B notes will be fully subordinated to principal payments on the Class A notes, and no principal will be paid to the Class B notes until the Class A notes have been paid in full. Principal payments on the Class C notes will be fully subordinated to principal payments on the Class A notes and Class B notes, and no principal will be paid on the Class C notes until the Class A notes and Class B notes have been paid in full. As a result, a class of notes with a later maturity may absorb more losses than a class of notes with an earlier maturity.

Additionally, the indenture provides that failure to pay interest when due on the outstanding subordinated class or classes of notes — for example, for so long as any of the Class A notes are outstanding, the Class B notes and Class C notes, after the Class A notes have been paid in full but the Class B notes and the Class C notes a are still outstanding and the Class C notes, and after the Class A notes and the Class B notes have been paid in full but the Class C notes are still outstanding— will not be an event of default under the indenture. Under these circumstances, the holders of the subordinated classes of notes which are not a controlling class will not have any right to declare an event of default, to cause the maturity of the notes to be accelerated or to direct or consent to any action under the indenture.

Your notes may not be repaid on their final scheduled maturity date, and failure to pay principal on your notes will not constitute an event of default until the final scheduled maturity date.

It is expected that final payment of each class of notes will occur on or prior to the respective final scheduled maturity dates, but the amount of principal required to be paid to the noteholders will be limited to cash available in the collection account and the reserve account, and no assurance can be given that sufficient funds will be available to pay each class of notes in full on or prior to the final scheduled maturity date. Therefore, the failure to pay principal of your notes on any payment date will not result in the occurrence of an event of default until the stated maturity date for your notes. See “Description of the Indenture—Events of Default Under the Indenture; Rights Upon Event of Default.”. If sufficient funds are not available, final payment of any class of notes could occur later than the final scheduled maturity date for that class.

Occurrence of events of default under the indenture may result in insufficient funds to make payments on your notes.

Payment defaults or the insolvency or dissolution of the depositor may result in prepayment of the notes, which may result in losses. If the issuing entity fails to pay principal on the notes of a class of notes on its final scheduled maturity date, or fails to pay interest on the notes of the controlling class within thirty-five days of the due date, the indenture trustee or the holders of the controlling class of notes outstanding may declare the entire amount of the notes to be due immediately. If this happens, the indenture trustee may be directed to sell the assets of the issuing entity and prepay the notes. In the event the indenture trustee sells the receivables under adverse market conditions, proceeds from the sale of the receivables may not be sufficient to repay all of the notes and you may suffer a loss.

The occurrence of an event of default under the indenture may delay payments on the Class B notes and the Class C notes.

The issuing entity will not make any distributions of principal or interest on a subordinate class of notes until payment in full of principal and interest on the outstanding senior class(es) of notes following:

This may result in a delay or default in making payments on the Class B notes or the Class C notes.

Holders of the Class B Notes and the Class C Notes may suffer losses because they have limited control over actions of the issuing entity and conflicts between classes of notes may occur.

Because the issuing entity has pledged the issuing entity property to the indenture trustee to secure payment on the notes, the indenture trustee may, and at the direction of the required percentage of the controlling class (which will be the Class A notes for so long as any Class A notes are outstanding, the Class B notes after the Class A notes have been paid in full and for so long as the Class B notes are outstanding and the Class C notes after the Class B notes have been paid in full and for so long as the Class C notes are outstanding) will, take one or more of the actions specified in the indenture.

The rights of the controlling class will include the following:

If certain events of default occur under the indenture, only the holders of the controlling class of notes may waive that event of default, accelerate the maturity dates of the notes or direct or consent to any action under the indenture. The holders of any outstanding subordinate class or classes of notes will not have any rights to direct or to consent to any action until each of the more senior class or classes of notes have been repaid in full.

In exercising any rights or remedies under the indenture, the controlling class may act solely in its own interests. Therefore, holders of the Class B notes or the Class C notes that are subordinated to the controlling class will not be able to participate in the determination of any proposed actions that are within the purview of the controlling class, and the controlling class could take actions that would adversely affect the Class B notes or the Class C notes.

The holders of the Class B notes and the Class C notes will not have the ability to take actions with regard to the above actions until the more senior class or classes of notes have been paid in full.

Because the notes are in book-entry form, your rights can only be exercised indirectly.

Because the notes will be issued in book-entry form, you will be required to hold your interest in the notes through The Depository Trust Company in the United States, or Clearstream Banking société anonyme or the Euroclear System (in Europe or Asia). Transfers of interests in the notes within The Depository Trust Company, Clearstream Banking société anonyme or the Euroclear System must be made in accordance with the usual rules and operating procedures of those systems. So long as the notes are in book-entry form, you will not be entitled to receive a definitive note representing your interest. The notes will remain in book-entry form except in the limited circumstances described under the caption “The Notes—Book-Entry Registration, Global Clearance, Settlement and Tax Documentation Procedures.” Unless and until the notes cease to be held in book-entry form, neither the indenture trustee nor the owner trustee will recognize you as a “noteholder,” as such term is used in the indenture and the trust agreement.

As a result, you will only be able to exercise the rights of noteholders indirectly through The Depository Trust Company (in the United States) and its participating organizations, or Clearstream Banking société anonyme and the Euroclear System (in Europe or Asia) and their participating organizations. Holding the notes in book-entry form could also limit your ability to pledge your notes to persons or entities that do not participate in The Depository Trust Company, Clearstream Banking société anonyme or the Euroclear System and to take other actions that require a physical certificate representing the note.

Your yield to maturity may be reduced by prepayments.

The pre-tax yield to maturity is uncertain and will depend on a number of factors including the following:

A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, could adversely affect the market value of your notes and/or limit your ability to resell your notes.

The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability. The ratings reflect the related Hired Agency’s assessment of the creditworthiness of the receivables, the credit enhancement on the notes and the likelihood of repayment of the notes. There can be no assurance that the receivables and/or the notes will perform as expected or that the ratings will not be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the

receivables, errors in analysis or otherwise. None of the depositor, the sponsor or any of their affiliates will have any obligation to replace or supplement any credit enhancement or to take any other action to maintain any ratings on the notes. If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.

The sponsor has hired two rating agencies and will pay them a fee to assign ratings on the notes. The sponsor has not hired any other nationally recognized statistical rating organization, or “NRSRO,” to assign ratings on the notes and is not aware that any other NRSRO has assigned ratings on the notes. However, under the SEC rules, information provided to a Hired Agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO in order to make it possible for such non-hired NRSROs to assign unsolicited ratings on the notes. An unsolicited rating could be assigned at any time, including prior to the closing date, and none of the depositor, the sponsor, the underwriters or any of their affiliates will have any obligation to inform you of any unsolicited ratings assigned after the date of this prospectus. NRSROs, including the Hired Agencies, have different methodologies, criteria, models and requirements. If any non-hired NRSRO assigns an unsolicited rating on the notes, there can be no assurance that such rating will not be lower than the ratings provided by the Hired Agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes. In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any Hired Agency for the purpose of assigning or monitoring the ratings on the notes, a Hired Agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

Under certain circumstances, an amendment may be made to certain transaction documents or other changes may be made affecting your notes by, among other things, delivering prior notice to the Hired Agencies. The delivery of prior notification to any Hired Agency does not imply any duty on the part of such Hired Agency to review any notice given with respect to any event, or to review any such notice within any specified time period. Further, each Hired Agency retains the right to downgrade, qualify or withdraw its rating assigned to all or any of the notes at any time in its sole judgment.

Potential investors in the notes are urged to make their own evaluation of the creditworthiness of the receivables and the credit enhancement on the notes, and not to rely solely on the ratings on the notes.

The notes may not be a suitable investment for you.

The notes are not a suitable investment if you require a regular or predictable schedule of payments or payment on any specific date. The notes are complex investments that should be considered only by investors who, either alone or with their financial, tax and legal advisors, have the expertise to analyze the prepayment, reinvestment, default and market risks, the tax consequences of an investment in the notes and the interaction of these factors.

Amounts in the reserve account may not be liquid.

Funds in the reserve account may be invested in permitted investments that will not mature prior to the next payment date if each Hired Agency shall have been given 10 days’ prior notice of such investment and each such Hired Agency shall not have notified the issuing entity or the indenture trustee in writing that such action will result in a reduction, withdrawal or down-grade of the then-current ratings of any class of notes. These investments will not be sold to cover any shortfalls that occur on a payment date. This could delay payments to you because these funds would not be available on a particular payment date.

Retention of any of the notes by HCA or an affiliate of HCA or the unknown allocation of Class A-2 notes could adversely affect the market value of your notes and/or limit your ability to resell your notes.

HCA, or another majority-owned affiliate of HCA, will retain all of the Class B notes and the Class C notes. HCA, or another majority-owned affiliate of HCA, initially may retain all or a portion of one or more of the other classes of notes on the closing date. As a result, the market for such a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are subsequently sold in the secondary market, it could reduce demand for notes of that class already in the market, which could adversely affect the market value of your notes

and/or limit your ability to resell your notes. Additionally, if any retained notes are subsequently sold in the secondary market, the voting power of the noteholders of the outstanding notes may be diluted.

The allocation of the principal balance between the Class A-2-A notes and the Class A-2-B notes will be determined no later than the day of pricing, although the principal balance of the Class A-2-B notes may not exceed 50% of the aggregate principal balance of the Class A-2 notes. Consequently, the allocation of the principal balance between the Class A-2-A notes and the Class A-2-B notes may result in any number of possible allocation scenarios, including a scenario in which the entire principal balance of the Class A-2 notes is allocated to the fixed rate Class A-2-A notes and none of the principal balance is allocated to the floating rate Class A-2-B notes. Therefore, investors should not expect further disclosure of these matters prior to their entering into commitments to purchase these classes of notes.

As the allocated principal balance of the floating rate Class A-2-B notes is increased (relative to the corresponding Class A-2-A fixed rate notes), there will be a greater amount of floating rate securities issued by the issuing entity, and therefore the issuing entity will have a greater exposure to increases in the floating rate payable on the floating rate notes.

Because the aggregate amount of Class A-2 notes is fixed as set forth on the cover of this prospectus, the division of the aggregate Class A-2 principal balance between the Class A-2-A notes and the Class A-2-B notes may result in one of such classes being issued in only a very small principal amount, which may reduce the liquidity of such class of notes.

The market value, liquidity and voting power of your notes may be adversely impacted by the unknown aggregate initial principal amount.

Whether the issuing entity will issue notes with an aggregate initial principal amount of the notes of $1,263,600,000 or $1,607,560,000 is not expected to be known until the day of pricing. HCA will make the determination regarding the aggregate initial principal amount of the notes based on, among other considerations, market conditions at the time of pricing. The size of a class of notes may affect liquidity of that class, with smaller classes being less liquid than larger classes may be. In addition, if your class of notes is larger than you expected, then you will hold a smaller percentage of that class of notes and the voting power of your notes will be diluted.

Risks relating to the characteristics, servicing and performance of the receivables pool

The geographic concentration and varying economic circumstances of the receivables in specific areas may increase the risk of loss on your investment.

The concentration of receivables in specific geographic areas may increase the risk of loss on your investment. Economic conditions, weather-related conditions and public health concerns (including pandemics) in the states where obligors reside may affect the delinquency, loss and repossession experience of the issuing entity with respect to the receivables. The economic conditions that may affect payments on the receivables include: unemployment, interest rates, inflation rates, the price of gasoline, high energy prices, travel restrictions and consumer perceptions of the economy. If a large number of obligors are located in a particular state, these conditions could increase the delinquency, credit loss or repossession experience of the receivables. If there is a concentration of obligors and receivables in particular states, any adverse economic conditions, governmental restrictions, weather-related conditions or public health concerns (including pandemics) in those states may affect the performance of the notes more than if this concentration did not exist.

Economic conditions in any state or region may decline over time and from time to time. Certain states and regions may experience sudden and/or severe declines in economic conditions. These periods of decline may also be accompanied by decreased consumer demand for automobiles, light-duty trucks, minivans or other vehicles and declining values of automobiles securing outstanding automobile loan contracts, which weakens collateral coverage and increases the amount of a loss in the event of default by an obligor, which may be disproportionately impacted based on the economic condition in any state or region. Significant increases in the inventory of used automobiles

during periods of economic slowdown or recession may also depress the prices at which repossessed automobiles may be sold or delay the timing of these sales. An improvement in economic conditions could result in prepayments by the obligors on their payment obligations under the receivables. Although there has been a recent recovery in the prices of used vehicles, such prices may continue to fluctuate in the future and could decline again.

If the aggregate initial principal amount of the notes is $1,263,600,000, as of the cut-off date, the seller’s records indicate that the addresses of the originating dealers of the receivables were concentrated in the following states:

If the aggregate initial principal amount of the notes is $1,607,560,000, as of the cut-off date, the seller’s records indicate that the addresses of the originating dealers of the receivables were concentrated in the following states:

In either case, no other state constituted more than 5.00% of the aggregate principal balance of the receivables as of the cut-off date. For a discussion of the breakdown of the receivables by state, we refer you to “The Receivables Pool.”

The return on your notes could be reduced by shortfalls due to extreme weather conditions, public health concerns and other natural disasters.

Extreme weather conditions, governmental restrictions, public health concerns (including pandemics) and other natural events, such as hurricanes, tornadoes, floods, drought, wildfires, mudslides, earthquakes, and other extreme conditions, could cause substantial business disruptions, economic losses, unemployment and/or an economic downturn. As a result, the related obligors’ ability to make payments on the notes could be adversely affected. Because of the concentration of the obligors in certain states, any extreme weather conditions in states with higher concentrations of receivables may have a greater effect on the performance of the notes than if the concentration did not exist. See “The geographic concentration and varying economic circumstances of the receivables in specific areas may increase the risk of loss on your investment.” The issuing entity’s ability to make payments on the notes could be adversely affected if the related obligors were unable to make timely payments.

Market factors may reduce the value of used vehicles, which could result in losses on your notes.

Vehicles that are repossessed are typically sold at vehicle auctions as used vehicles. The pricing of used vehicles is affected by supply and demand for such vehicles, which in turn is affected by consumer tastes, economic

factors, fuel costs, the introduction and pricing of new car models and other factors, including concerns about the viability of the related vehicle manufacturer and/or an actual failure or bankruptcy of the related vehicle manufacturer. In addition, decisions by Hyundai Motor America, Kia America, Inc. and Genesis Motor America LLC with respect to new vehicle production, pricing and incentives may negatively affect used vehicle prices, particularly those for the same or similar models.

Government rules and regulations have previously resulted in, and may result in the future in, additional regulations on repossessions, including periodic temporary moratoriums on repossessions. In addition, supply chain issues related to the availability of new and used vehicles and the related fluctuating consumer demand for new and used vehicles may impact the resale value for repossessed vehicles.  If the servicer is unable to sell repossessed vehicles in a timely manner, you could experience increased losses on the related receivables and your notes.

The issuing entity’s security interest in the financed vehicles will not be noted on the certificates of title, which may cause losses on your notes.

Upon the origination of a receivable, the seller takes a security interest in the financed vehicle by placing a lien on the title to the financed vehicle. In connection with each sale of receivables to the depositor, the seller will assign its security interests in the financed vehicles to the depositor, who will further assign them to the issuing entity. Finally, the issuing entity will pledge its interest in the financed vehicles to the indenture trustee for the notes. Except in limited circumstances, the lien certificates or certificates of title relating to the financed vehicles will not be amended or reissued to identify the issuing entity or the indenture trustee as the new secured party. In the absence of an amendment or reissuance, the issuing entity or the indenture trustee may not have a perfected security interest in the financed vehicles securing the receivables in some states. The seller may be obligated to repurchase any receivable sold to the issuing entity which did not have a perfected security interest in the financed vehicle in the name of the seller. The servicer or the seller may be required to purchase or repurchase, as applicable, any receivable sold to the issuing entity as to which it failed to obtain or maintain a perfected security interest in the financed vehicle securing the receivable. All of these purchases and repurchases are limited to breaches that materially and adversely affect the interests of the noteholders and are subject to the expiration of a cure period. If the issuing entity has failed to obtain or maintain a perfected security interest in a financed vehicle, its security interest would be subordinate to, among others, a bankruptcy trustee of the obligor, a subsequent purchaser of the financed vehicle or a holder of a perfected security interest in the financed vehicle or a bankruptcy trustee of that holder of a perfected security interest. If the issuing entity elects to attempt to repossess the related financed vehicle, it might not be able to realize any liquidation proceeds on the financed vehicle and, as a result, you may suffer a loss on your investment in the notes.

The issuing entity’s interest in the receivables could be defeated because the contracts will not be delivered to the issuing entity.

The servicer will maintain possession of the original contracts for each of the receivables in tangible form or “control” of the authoritative copies of the contracts in electronic form, and the original contracts and authoritative copies of electronic contracts will not be segregated or marked as belonging to the issuing entity. If the servicer sells or pledges the receivables and delivers the original contracts for the receivables to another party or permits another party to obtain control of the authoritative copies of the electronic contracts, in violation of its contractual obligations under the transaction documents, this party could acquire an interest in the receivable which may have priority over the issuing entity’s interest. Furthermore, if the servicer becomes the subject of an insolvency or receivership proceeding, competing claims to ownership or security interests in the receivables could arise. These claims, even if unsuccessful, could result in delays in payments on the notes. If successful, these claims could result in losses or delays in payment to you or an acceleration of the repayment of the notes.

In addition, another person could acquire an interest in a receivable that is superior to the issuing entity’s interest in the receivable if the receivable is evidenced by an electronic contract and the servicer loses control over the authoritative copy of the contract and another party purchases the receivable evidenced by the contract without knowledge of the issuing entity’s interest. If the servicer loses control over a contract through fraud, forgery, negligence or error, or as a result of a computer virus or a hacker’s actions or otherwise, a person other than the issuing entity may be able to modify or duplicate the authoritative copy of the contract.

As a result of any of the above events, the issuing entity may not have a perfected security interest in certain receivables. The possibility that the issuing entity may not have a perfected security interest in the receivables may affect the issuing entity’s ability to receive payments on the receivables. Therefore, you may be subject to delays in payment and may incur losses on your notes.

Interests of other persons in the receivables and financed vehicles could be superior to the issuing entity’s interest, which may result in reduced payments on your notes.

The issuing entity could lose the priority of its security interest in a financed vehicle due to, among other things, liens for repairs or storage of a financed vehicle or for unpaid taxes of an obligor. Neither the servicer nor the seller will have any obligation to purchase or repurchase, respectively, a receivable if these liens result in the loss of the priority of the security interest in the financed vehicle after the issuance of notes by the issuing entity. Generally, no action will be taken to perfect the rights of the issuing entity in proceeds of any insurance policies covering individual financed vehicles or obligors. Therefore, the rights of a third party with an interest in the proceeds could prevail against the rights of the issuing entity prior to the time the proceeds are deposited by the servicer into an account controlled by the indenture trustee for the notes. See “Material Legal Aspects of the Receivables—Security Interests in the Financed Vehicles.”

Extensions and deferrals of payments on receivables could increase the weighted average life of the notes.

In some circumstances, the servicer may permit an extension on payments due on receivables on a case-by-case basis. In addition, the servicer may offer obligors an opportunity to defer payments. The servicer, in its own discretion and as part of its customary servicing practices, may permit an extension on or a deferral of payments due or halt repossession activity on a case-by-case basis or more broadly, for example, in connection with a natural disaster or public health emergency affecting a large group of obligors. For example, the servicer previously offered obligors adversely affected by the COVID-19 pandemic and natural disasters extensions in 30-day increments.

Any of these extensions or deferrals may extend the maturity of the receivables and increase the weighted average life of the notes. The weighted average life and yield on your notes may be adversely affected by extensions and deferrals on the receivables. However, the servicer may be required to purchase the receivable from the issuing entity if it extends the term of the receivable beyond the latest final scheduled maturity date for any class of notes.

The amounts received upon disposition of the financed vehicles may be adversely affected by discount pricing incentives and marketing incentive programs.

Discount pricing incentives or other marketing incentive programs on new vehicles by HCA, Hyundai Motor America, Kia America, Inc., Genesis Motor America LLC or by their competitors that effectively reduce the cost of purchasing new vehicles may have the effect of reducing demand by consumers for used vehicles. The reduced demand for used vehicles resulting from discount pricing incentives or other marketing incentive programs introduced by HCA, Hyundai Motor America, Kia America, Inc., Genesis Motor America LLC or any of their competitors may reduce the prices consumers will be willing to pay for used vehicles, including vehicles that secure the receivables. As a result, the proceeds received by the issuing entity upon any foreclosures of financed vehicles may be reduced and may not be sufficient to pay the underlying receivables.

FICO® scores, proprietary credit scores and historical experience may not accurately predict the likelihood of losses on the receivables.

Information regarding FICO^® scores and credit scores for the obligors obtained at the time of acquisition of their contract is presented in “The Receivables Pool” in this prospectus. A FICO^® score and credit score purports only to be a measurement of the relative degree of risk a borrower represents to a lender, i.e., that a borrower with a higher score is statistically expected to be less likely to default in payment than a borrower with a lower score. Neither the depositor, HCA nor any other party makes any representations or warranties as to any obligor’s current FICO^® score, current credit score or the actual performance of any motor vehicle, receivable or that a particular FICO^® score or

credit score should be relied upon as a basis for an expectation that a receivable will be paid in accordance with its terms. This is especially the case given the unprecedented number of recent first time unemployment claims.

Additionally, historical loss and delinquency information set forth in this prospectus under “Delinquencies, Repossessions and Credit Loss Information” was affected by several variables, including general economic conditions and market interest rates, that are likely to differ in the future. Therefore, there can be no assurance that the historical delinquency experience or the net credit loss experience calculated and presented in this prospectus with respect to HCA’s entire portfolio of retail installment sale contracts will reflect actual experience with respect to the receivables in the receivables pool. Especially given the current extremely challenging economic climate, there can be no assurance that the future delinquency or net credit loss experience of the servicer with respect to the receivables will be better or worse than that set forth in this prospectus with respect to HCA’s entire portfolio of retail installment sale contracts.

You may suffer losses due to receivables with low annual percentage rates.

The receivables include receivables that have annual percentage rates that are less than the interest rates on your notes. Interest paid on the higher annual percentage rate receivables compensates for the lower annual percentage rate receivables to the extent such interest is paid by the issuing entity as principal on your notes and additional overcollateralization is created. Excessive prepayments on the higher annual percentage rate receivables may adversely impact your notes by reducing the interest payments available.

Risks relating to the transaction parties

Adverse events with respect to HCA or its affiliates may affect the timing of payments on your notes or have other adverse effects on your notes.

Adverse events with respect to HCA, its affiliates or a third party provider to whom HCA outsources its activities may result in servicing disruptions or reduce the market value of your notes. HCA currently outsources some of its activities as servicer to third party providers. In the event of a termination and replacement of HCA as the servicer, or if any of the third party providers cannot perform its activities, there may be some disruption of the collection activity with respect to delinquent receivables and therefore delinquencies and credit losses could increase.

Additionally, servicing disruptions could result from unanticipated events beyond HCA’s control, such as natural disasters, power outages, civil unrest, political instability (such as increased tensions between Ukraine and Russia), public health emergencies (including epidemics and pandemics) and economic disruptions, particularly to the extent such events affect HCA’s business or operations.

Under certain circumstances HCA is required to repurchase receivables that do not comply with representations and warranties made by HCA (for example, representations relating to the compliance of the retail contracts with applicable laws), and in its capacity as servicer, HCA will be required to repurchase receivables under certain circumstances if it breaches certain of its servicing obligations with respect to those receivables. If HCA becomes unable to repurchase any of such receivables and make the related payment to the issuing entity, investors could suffer losses.

In addition, adverse corporate developments with respect to servicers of asset-backed securities or their affiliates have in some cases also resulted in a reduction in the market value of the related asset-backed securities. For example, HCA is a subsidiary of Hyundai Motor America, which is a wholly-owned subsidiary of Hyundai Motor Company. Although none of Hyundai Motor America, Genesis Motor America LLC or Hyundai Motor Company are guaranteeing the obligations of the issuing entity, if Hyundai Motor Company ceased to manufacture vehicles or support the sale of vehicles or if Hyundai Motor America, Genesis Motor America LLC or Hyundai Motor Company faced financial or operational difficulties, such events may reduce the market value of Hyundai and Genesis vehicles. Similarly, if Kia Corporation ceased to manufacture vehicles or support the sale of vehicles or if Kia America, Inc. or Kia Corporation faced financial or operational difficulties, such events may reduce the market value of Kia vehicles. Any reduction in the market value of Hyundai or Kia vehicles may result in lower values realized through any foreclosure proceedings held with respect to those vehicles and as a result, reduce amounts available to pay the notes.

Additionally, the success of your investment depends on the ability of HCA to store, retrieve, process and manage substantial amounts of information. If HCA experiences any interruptions or losses in its information processing capabilities, its business, financial conditions and results of operations and, ultimately, you may experience delays on payments of your notes. From time to time, HCA may update its servicing systems in order to improve operating efficiency, update technology and enhance customer services. In connection with any system updates, HCA may experience disruptions in servicing activities caused by, among other things, system failures, human errors, periods of system down-time and periods devoted to user training. These and other implementation related difficulties may contribute to payment delays. It is not possible to predict with any degree of certainty all of the potential adverse consequences that may be experienced, and there can also be no assurance that any such disruptions in servicing activities will not adversely affect HCA’s ability to service the receivables, which could have an adverse effect on your notes.

Bankruptcy of the seller or the depositor could result in delays in payments or losses on your notes.

If either the seller or the depositor become subject to bankruptcy proceedings, you could experience losses or delays in the payment of your notes. The seller will sell the receivables to the depositor, and the depositor will in turn sell the receivables to the issuing entity. However, if the seller or the depositor were to become subject to a bankruptcy proceeding, the court in either such bankruptcy proceeding could conclude that the seller or the depositor still owns the receivables by concluding that the sale to the depositor or the issuing entity was not a “true sale” or, in the case of a bankruptcy of the seller, that the seller should be consolidated with the depositor for bankruptcy purposes. If a court were to reach this conclusion, you could experience losses or delays in payments on your notes as a result of, among other things:

Bankruptcy of the issuing entity could result in losses or delays in payments on your securities.

If the issuing entity becomes subject to bankruptcy proceedings, you could experience losses or delays in the payments on your notes as a result of, among other things, the “automatic stay,” which prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the court, and provisions of the United States Bankruptcy Code that permit substitution of collateral in limited circumstances.

A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, including higher delinquencies and defaults, any of which may have an adverse effect on your notes, and a transfer of servicing may cause delays or losses on your notes.

If a servicer default occurs, the indenture trustee or the noteholders evidencing more than 50% of the voting interest of the controlling class may remove the servicer without the consent of the owner trustee or the certificateholder. In the event of the removal of the servicer and the appointment of a successor servicer, we cannot predict:

In addition, the noteholders evidencing more than 50% of the voting interest of the controlling class have the ability, with some exceptions, to waive defaults by the servicer.

Furthermore, the indenture trustee or the noteholders may experience difficulties in appointing a successor servicer and during any transition phase it is possible that normal servicing activities could be disrupted, resulting in increased delinquencies and/or defaults on the receivables.

Additionally, because the servicing fee is structured as a percentage of the principal balance of the receivables, the amount of the servicing fee payable to the servicer may be considered insufficient by potential replacement servicers. Due to the reduction in the servicing fee as a result of the expected decline in the principal balance of the receivables, it may be difficult to find a replacement servicer. Consequently, the time it takes to effect the transfer of servicing to a replacement servicer under such circumstances may result in delays and/or reductions in the interest and principal payments on your notes.

If HCA is removed as the servicer or is no longer able to act as the servicer, there may be delays in processing payments or losses on the receivables because of the disruption of transferring servicing to the successor servicer, or because the successor servicer is not as experienced in servicing as HCA. This might cause you to experience delays in payments or losses on your notes.

The servicer’s commingling of funds with its own funds could result in a loss.

HCA, as the servicer, may commingle funds relating to this transaction such as collections from the receivables and proceeds from the disposition of any repossessed financed vehicles with its own funds prior to deposit into the collection account. If the monthly remittance condition is satisfied, HCA may continue to commingle such funds during the collection period and may make a single deposit to the collection account on the applicable payment date. Commingled funds may be used or invested by the servicer at its own risk and for its own benefit. If the servicer were unable to remit those funds or the servicer were to become a debtor under any insolvency laws, delays or reductions in distributions to you may occur.

Repurchase obligations are limited, and the seller, the servicer and the depositor will not make payments on the notes.

The seller, the servicer, the depositor and their affiliates are not obligated to make any payments to you on your notes. The seller, the servicer, the depositor and their affiliates do not guarantee payments on the receivables or your notes. However, the seller will make representations and warranties about the characteristics of the receivables.

The seller will be obligated to repurchase from the issuing entity, any receivable if there is a breach of the representations or warranties with respect to such receivable (and such breach is not cured) which materially and adversely affects the interests of the issuing entity or the noteholders. Any inaccuracy in the representations or warranties will be deemed not to constitute a breach if such inaccuracy does not affect the ability of the issuing entity to receive or retain payment in full on the receivable. The seller will make warranties with respect to the perfection and priority of the security interests in the financed vehicles other than any statutory lien arising on or after the closing date which may have priority even over perfected security interests in the financed vehicles. While the seller is obligated to remove or repurchase any receivable if there is a breach of any of its representations and warranties relating thereto which materially and adversely affects the interests of the issuing entity, or the noteholders, there can be no assurance given that the seller will financially be in a position to fund its repurchase obligation.

The servicer will be obligated to repurchase from the issuing entity, any receivable if there is a breach of certain covenants relating to such receivables that materially adversely affects the interests of the issuing entity or the noteholders. While the servicer is obligated to remove or repurchase any receivable if there is a breach of certain covenants relating thereto which materially and adversely affects the interests of the issuing entity, or the noteholders, there can be no assurance given that the servicer will financially be in a position to fund its repurchase obligation.

If the seller or the servicer fails to repurchase or purchase receivables based on a breach of a representation or warranty, you might experience delays and/or reductions in payments on your notes.

Risks relating to macroeconomic, regulatory and other external factors

Federal or state regulatory reform could have a significant impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Although the Dodd-Frank Act itself became effective on July 22, 2010, many provisions had delayed implementation dates or required implementing regulations to be issued. Some of these regulations still have not been issued. The Dodd-Frank Act is extensive and significant legislation that, among other things:

The Dodd-Frank Act impacts the offering, marketing and regulation of consumer financial products and services offered by financial institutions. The CFPB has supervision, examination and enforcement authority over the consumer financial products and services of certain non-depository institutions and large insured depository institutions and their respective affiliates.

The CFPB issued a final rule, expanding its authority to larger market participants in the automobile financing market. The final rule became effective August 31, 2015. Under the definitions included in the final rule, HCA is considered a larger participant. Consequently, HCA is subject to the supervisory and examination authority of the CFPB. This expanded CFPB jurisdiction over HCA’s business will likely increase compliance costs and regulatory risks.

The CFPB has successfully asserted the power to investigate and bring enforcement actions directly against securitization vehicles. On December 13, 2021, in an action brought by the CFPB, the U.S. District Court for the District of Delaware denied a motion to dismiss filed by a securitization trust by holding that the trust is a “covered person” under the Dodd-Frank Act because it engages in the servicing of loans, even if through servicers and subservicers. CFPB v. Nat’l Collegiate Master Student Loan Trust, No. 1:17-cv-1323-SB (D. Del.). On February 11, 2022, the district court granted the defendant trusts’ motion to certify that order for an immediate interlocutory appeal and stayed the case pending resolution of any appeal. The U.S. Court of Appeals for the Third Circuit has granted the defendant trusts’ petition for an interlocutory appeal. Depending upon the outcome of the appeal, the CFPB may rely on this decision as precedent in investigating and bringing enforcement actions against other trusts, including the issuing entity, in the future.

In February 2022, the CFPB also issued a Compliance Bulletin stating its position that automobile loan holders and servicers are responsible for ensuring that their repossession-related practices, and the practices of their

service providers, do not violate the law, and the CFPB also described its intention to hold loan holders and servicers liable for unfair, deceptive, or abusive acts or practices related to the repossession of automobiles. It is possible that the CFPB may bring enforcement actions against securitization trusts holding automobile retail sale installment sale contracts, such as the issuing entity, and servicers in the future.

The Dodd-Frank Act increased the regulation of the securitization markets. For example, it gives broader powers to the SEC to regulate credit rating agencies and adopt regulations governing these organizations and their activities.

Compliance with the implementing regulations under the Dodd-Frank Act or the oversight of the SEC, CFPB or other government entities, as applicable, may impose costs on, create operational constraints for, or place limits on pricing with respect to finance companies such as HCA. Many provisions of the Dodd-Frank Act are required to be implemented through rulemaking by the appropriate federal regulatory agencies. Some of these implementing rules still have not been issued. As such, in many respects, the ultimate impact of the Dodd-Frank Act and its effects on the financial markets and their participants will not be fully known for an extended period of time. In particular, no assurance can be given that these new requirements imposed, or to be imposed after implementing regulations are issued, by the Dodd-Frank Act will not have a significant impact on the servicing of the receivables, and on the regulation and supervision of the servicer, the sponsor, the originator, the depositor, the issuing entity and/or their respective affiliates.

In addition, no assurances can be given that the liquidation framework for the liquidation of “covered financial companies” or their “covered subsidiaries” would not apply to HCA or its affiliates, the issuing entity or the depositor, or, if it were to apply, would not result in a repudiation of any of the transaction documents where further performance is required or an automatic stay or similar power preventing the Indenture Trustee or other transaction parties from exercising their rights. This repudiation power could also affect certain transfers of the receivables pursuant to the transaction documents as further described under “Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework—FDIC’s Repudiation Power under OLA.” Application of this framework could materially adversely affect the timing and amount of payments of principal and interest on your notes. See “Material Legal Aspects of the Receivables—Dodd-Frank Orderly Liquidation Framework.”

In October 2020, the CFPB issued a final rule governing the activities of third-party debt collectors, which became effective on November 30, 2021.  While the final rule did not address first-party debt collectors, the CFPB has previously indicated that it would address this activity in a later rule.  It is unclear what effect, if any, this final rule or subsequent changes would have on the receivables or the servicer’s practices, procedures and other servicing activities relating to the receivables in ways that could reduce the associated recoveries.

Certain state and federal legislation implemented in response to the COVID-19 outbreak, including the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), the Consolidated Appropriations Act of 2021 and the American Rescue Plan Act of 2021, have provided funding for economic stimulus programs to various individuals.

Such economic relief programs have included unemployment compensation benefits, deferral of payroll tax collections and cash benefits. HCA cannot predict the impact of the failure by Congress to renew or initiate other relief measures later this year. In addition, it is not known how many obligors may have been or are currently receiving any such additional unemployment benefits, or what the effect of any future reduction of such benefits may be on the ability of the obligors to meet their payment obligations under their contracts and, consequently, what impact such benefits have had on recent historical loss and delinquency information and static pool experience or what impact such benefits (or the discontinuation thereof) may have on the loss and delinquency performance of the receivables in the receivables pool.

The failure of receivables to comply with consumer protection laws may result in losses on your investment.

Federal and state consumer protection laws regulate the creation, collection and enforcement of consumer credit such as the receivables. These laws impose specific statutory liabilities upon creditors who fail to comply with their provisions. Additionally, the CARES Act includes various provisions, such as new requirements affecting credit

reporting, designed to protect consumers. These laws may also make an assignee of a receivable, such as the issuing entity, liable to the obligor for any violation by the lender. In some cases, this liability could affect an assignee’s ability to enforce its rights related to secured obligations such as the receivables. The seller may be obligated to repurchase from the issuing entity any receivable that fails to comply with these legal requirements. If the seller fails to repurchase that receivable, you might experience delays or reductions in payments on your notes. See “Material Legal Aspects of the Receivables—Consumer Protection Law.”

Federal or state bankruptcy or debtor relief laws as they affect obligors may impede collection efforts or alter timing and amount of collections, which may result in acceleration of or reduction in payment on your notes.

If any obligor sought protection under federal or state bankruptcy or debtor relief laws, a court could reduce or discharge completely the obligor’s obligations to repay amounts due on its receivable. As a result, that receivable would be written off as uncollectible. You could suffer a loss if no funds are available from credit enhancement or other sources and finance charge amounts allocated to the notes are insufficient to cover the applicable default amount.

The return on your notes may be reduced due to varying economic circumstances and recent economic developments.

The United States has in the past experienced, and may in the future experience, a recession or period of economic contraction. During the recession that resulted from COVID-19, the United States experienced an unprecedented level of unemployment claims, economic volatility, inflation, and a decline in consumer confidence and spending. The long-term impacts of social, economic and financial disruptions caused (directly and indirectly) by COVID-19 are unknown.  Although the economy improved following the initial outbreak of COVID-19, it is currently unclear whether the United States is experiencing, or soon will experience, another recession. Recently, rapidly rising inflation and related economic policies have caused periods of economic contraction that may be prolonged.

A deterioration in economic conditions and certain economic factors, such as unemployment, fluctuating interest rates, the price of gasoline, high energy prices, inflation rates, lack of available credit and consumer perceptions of the economy could adversely affect the ability and willingness of obligors to meet their payment obligations under the receivables. As a result, delinquencies and credit losses on the receivables could increase, which could result in losses on your notes.  In addition, consumer debt levels remain elevated, and there have been increasing trends in rates of delinquency and default frequency.  As consumers assume higher debt levels, delinquencies and losses on the receivables may increase, which could result in losses on your notes.

No prediction or assurance can be made as to the effect of an economic downturn or economic growth on the rate of delinquencies, losses and prepayments of the receivables. An improvement in economic conditions could result in prepayments by the obligors of their payment obligations under the receivables. As a result, you may receive principal payments of your notes earlier than anticipated.

Vehicle recalls or related litigation could negatively affect the issuing entity’s assets.

From time to time an automobile manufacturer, one of its suppliers or the National Highway Traffic Safety Administration (“NHTSA”) may discover a component or feature of a vehicle that might affect the safety, comfort or aesthetics of such vehicle. Such discovery may cause the manufacturer and/or the NHTSA to conduct a recall or service campaign to repair such component or feature.

Obligors that own vehicles affected by a vehicle recall or class action litigation may be more likely to be delinquent in, or default on, payments on their receivables or to assert claims against HCA or the issuing entity.  If the default rate on the receivables increases and the price at which the related vehicles may be sold declines, you may experience losses with respect to your notes.  Claims against the issuing entity, if successful, could negatively impact the cashflows available to the issuing entity. If any of these events materially affect collections on the receivables, you may experience delays in payments or principal losses on your notes if the available credit enhancement has been exhausted.

Significant increases in the inventory of used vehicles subject to a recall may also depress the prices at which repossessed vehicles may be sold or delay the timing of those sales and as a result you may experience delays in payments or principal losses on your notes.

In addition, prepayments may be higher than expected if obligors sell their vehicles due to concerns arising from a recall or class action litigation, regardless of whether such vehicle was affected by the recall or class action litigation. As a result, you may receive payment of principal on the notes earlier than you expected.

Used vehicles included in receivables pool may incur higher losses than new vehicles.

Some of the receivables are secured by financed vehicles that were used vehicles at the time of purchase by the applicable obligor. Because the value of a used vehicle is more difficult to determine than that of a new vehicle, a greater loss may be incurred if a used vehicle must be repossessed and sold. See “The Receivables Pool—Composition of the Receivables Pool.”

The application of the Servicemembers Civil Relief Act may lead to delays in payment or losses on your notes.

The Servicemembers Civil Relief Act and similar laws of many States provide relief to obligors who enter active military service (including national guard members) and to obligors in reserve status who are called to active duty after the origination of their receivables. On July 29, 2022, the CFPB and the Department of Justice sent a notification letter to certain auto leasing and lending companies reminding them of the protections offered to servicemembers and their dependents under the Servicemembers Civil Relief Act. World events may result in certain military operations by the United States, and the United States continues to be on high alert for potential terrorist attacks. These military operations may increase the number of obligors who are in active military service, including persons in reserve status who have been called or will be called to active duty. The Servicemembers Civil Relief Act provides, generally, that an obligor who is covered by the act may not be charged interest on the related receivable in excess of 6% per annum during the period of the obligor’s active duty. These shortfalls are not required to be paid by the obligor at any future time. The servicer is not required to advance these shortfalls as delinquent payments, and such shortfalls are not covered by any form of credit enhancement on the notes. In the event that there are not sufficient available funds to off-set interest shortfalls on the receivables due to the application of the Servicemembers Civil Relief Act or similar legislation or regulations, a noteholders’ interest carryover shortfall will result. Such noteholders’ interest carryover shortfalls will be paid in subsequent periods, to the extent of available funds, before payments of principal are made on the notes and might result in extending the anticipated maturity of your class of notes or possibly result in a loss in the absence of sufficient credit enhancement. The Servicemembers Civil Relief Act also limits the ability of the servicer to repossess the financed vehicle securing a receivable during the related obligor’s period of active duty and, in some cases, may require the servicer to extend the maturity of the receivable, lower the monthly payments and readjust the payment schedule for a period of time after the completion of the obligor’s military service. As a result, there may be delays in payment and increased losses on the receivables. Those delays and increased losses will be borne primarily by the related certificate, but if such losses are greater than anticipated, you may suffer a loss.

We do not know how many receivables have been or may be affected by the application of the Servicemembers Civil Relief Act.

See “Material Legal Aspects of the Receivables—Other Limitations.”

Climate related events and climate change risks may cause losses on your notes.

Significant physical effects of climate change, such as extreme weather and natural disasters, may affect the obligors of the receivables. For example, obligors living in areas affected by extreme weather and natural disasters may suffer financial harm, reducing their ability to make timely payments on their receivables. The auto dealerships and physical auctions that facilitate the disposition of the financed vehicles after repossession are also subject to disruption as a result of extreme weather and natural disasters, which could result in an inability to sell repossessed vehicles or a temporary or permanent decline in the market value of those vehicles. In addition, extreme weather and natural disasters may have industry- or economy-wide effects due to the interdependence of market actors. If such

extreme weather or a natural disaster were to occur in a geographic region in which a large number of obligors are located, these risks would be exacerbated. See “—The geographic concentration and varying economic circumstances of the receivables in specific areas may increase the risk of loss on your investment.”

Changes to laws or regulations enacted to address the potential impacts of climate change (including laws which may adversely impact the auto industry in particular as a result of efforts to mitigate the factors contributing to climate change) could have an adverse impact on the servicer, the sponsor, the depositor or the issuing entity and could adversely affect the timing and amount of payments on your notes.

Any of those effects or their confluence could adversely affect the performance of the receivables or the market value of the vehicles securing the receivables, which could result in losses or affect the timing of payments on your notes.

RISKS RELATING TO THE ISSUANCE OF A FLOATING RATE CLASS OF NOTES AND THE UNCERTAINTY OF SOFR

SOFR is a relatively new reference rate and its composition and characteristics are not the same as LIBOR.

The secured overnight financing rate published for any day by the Federal Reserve Bank of New York (“FRBNY”) (or a successor administrator), as the administrator of the benchmark, on the FRBNY’s website (or such successor administrator’s website) (such rate, “SOFR”) is a relatively new interest rate index and may not become widely established in the market or could eventually be eliminated. Further, the way that SOFR, including any market accepted adjustments to SOFR, are determined may change over time.

SOFR is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities, and has been published by the FRBNY since April 2018. SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through The Fixed Income Clearing Corporation’s delivery-versus-payment service. The FRBNY notes that it obtains information from DTCC Solutions LLC, an affiliate of DTCC. The FRBNY states on its publication page for SOFR that the use of SOFR is subject to important limitations and disclaimers, including that the FRBNY may alter the methods of calculation, publication schedule, rate revision practices or availability of SOFR at any time without notice.

SOFR is published by the FRBNY based on data received from sources outside of the sponsor and the issuing entity’s control or direction and neither the sponsor nor the issuing entity has control over its determination, calculation or publication. The activities of the FRBNY may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the holders in the Class A-2-B notes. Potential investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. If the manner in which SOFR is calculated is changed or if SOFR is discontinued, that change or discontinuance may result in a reduction of the amount of interest payable on and the trading prices of the Class A-2-B notes.

The FRBNY began to publish SOFR in April 2018. The FRBNY has also been publishing historical indicative secured overnight financing rates going back to 2014. Investors should not rely on any historical changes or trends in SOFR as an indicator of future changes or trends in SOFR. As an overnight lending rate, SOFR may be subject to higher levels of volatility relative to other interest rate benchmarks. Also, since SOFR is a relatively new market index, the Class A-2-B notes may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. Market terms for the Class A-2-B notes, such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the Class A-2-B notes may be lower than those of later-issued notes with interest rates based on SOFR as a result. Similarly, if SOFR does not become widely adopted for securities like the Class A-2-B notes, the trading prices of the Class A-2-B notes may be lower than those of securities like the Class A-2-B notes linked to indices that are more widely used. Investors in the Class A-2-B notes may not be able to sell the Class A-2-B notes at all or may not be able to sell the Class A-2-B notes at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

Due to the emerging and developing adoption of SOFR as an interest rate index, investors who desire to obtain financing for their Class A-2-B notes may have difficulty obtaining any credit or credit with satisfactory interest rates, which may result in lower leveraged yields and lower secondary market prices upon the sale of the Class A-2-B notes.

The use of SOFR may present additional risks that could adversely affect the value of and return on the Class A-2-B notes. In contrast to other indices, SOFR may be subject to direct influence by activities of the FRBNY, which activities may directly affect prevailing SOFR rates in ways the issuing entity is unable to predict.

The composition and characteristics of SOFR are not the same as those of London interbank offered rate (“LIBOR”) and other floating interest benchmark rates. SOFR is different from LIBOR as: first, SOFR is a secured rate, while LIBOR is an unsecured rate, and second, SOFR is an overnight rate, while LIBOR is a forward-looking rate that represents interbank funding over different maturities (e.g., three months). Additionally, since the initial publication of SOFR, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates, such as LIBOR. Although changes in Compounded SOFR generally are not expected to be as volatile as changes in daily levels of SOFR, the return on and value of the Class A-2-B notes may fluctuate more than floating rate debt securities that are linked to less volatile rates. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global or regional economic, financial, political, regulatory, judicial or other events.

Any failure of SOFR to gain market acceptance could adversely affect the Class A-2-B notes.

According to the Alternative Reference Rates Committee, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to LIBOR in part because it is considered a representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market. However, as a rate based on transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the purposes for which LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain wide market acceptance could adversely affect the return on and value of the Class A-2-B notes and the price at which investors can sell the Class A-2-B notes in the secondary market.

Since SOFR is a relatively new market index, the Class A-2-B notes may not have an established trading market when issued, and an established trading market may not develop or may not provide significant liquidity. Market terms for the Class A-2-B notes, such as the spread over the rate reflected in interest rate provisions, may evolve over time, and trading prices of the Class A-2-B notes may be lower than those of later-issued notes with interest rates based on SOFR as a result. Relatively limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate based upon SOFR in those precedents varies. Similarly, if SOFR does not become widely adopted for securities like the Class A-2-B notes or the specific formula for the compounded SOFR rate used in the Class A-2-B notes may not be widely adopted by other market participants, the trading prices of the Class A-2-B notes may be lower than those of securities like the Class A-2-B notes linked to indices that are more widely used. Investors in the Class A-2-B notes may not be able to sell the Class A-2-B notes at all or may not be able to sell the Class A-2-B notes at prices that will provide them with yields comparable to those of similar investments that have a developed secondary market, and may consequently experience increased pricing volatility and market risk.

A decrease in SOFR, including a negative SOFR Rate would reduce the rate of interest on the Class A-2-B notes.

The interest rate to be borne by the Class A-2-B notes is based on a spread over the SOFR Rate, which is based on compounded SOFR or, if the administrator determines prior to the relevant reference time that a benchmark transition event and its related benchmark replacement event have occurred, upon the applicable benchmark replacement.

Changes in SOFR or such benchmark replacement will affect the rate at which the Class A-2-B notes accrue interest and the amount of interest payments on the Class A-2-B notes. Any decrease in the SOFR Rate or such benchmark replacement will lead to a decrease in the Class A-2-B notes interest rate. To the extent that the SOFR Rate decreases below 0.00% for any interest period, the rate at which the Class A-2-B notes accrue interest for such interest period will be reduced by the amount by which the SOFR Rate is negative; provided that the interest rate on the Class A-2-B notes for any interest period will not be less than 0.00%. A negative SOFR Rate could result in the interest rate applied to the Class A-2-B notes decreasing to 0.00% for the related interest period.

The issuing entity may issue floating rate notes, but the issuing entity will not enter into any interest rate swaps and you may suffer losses on your notes if interest rates rise.

The receivables sold to the issuing entity on the closing date will bear interest at a fixed rate, while the floating rate notes, if any, will bear interest at a floating rate, initially, based on the SOFR Rate plus an applicable spread. Even though the issuing entity may issue floating rate notes, it will not enter into any interest rate swaps or interest rate caps in connection with the issuance of the notes.

If the interest rate payable on the Class A-2-B notes increases due to an increase in the SOFR Rate to the point where the amount of interest and principal due on the notes, together with other fees and expenses payable by the issuing entity, exceeds the amount of collections and other funds available to the issuing entity to make such payments, the issuing entity may not have sufficient funds to make payments on the notes. If the issuing entity does not have sufficient funds to make such payments, you may experience delays or reductions in the interest and principal payments on your notes.

If market interest rates rise or other conditions change materially after the issuance of the notes and certificate, you may experience delays or reductions in interest and principal payments on your notes. The issuing entity will make payments on the floating rate notes out of its generally available funds—not solely from funds that are dedicated to the floating rate notes. Therefore, an increase in interest rates would reduce the amounts available for distribution to holders of all notes, not just the holders of the floating rate notes, and a decrease in interest rates would increase the amounts available to the holders of all notes.

Risks Related to Compounded SOFR.

The FRBNY began to publish, in March 2020, compounded averages of SOFR, which are used to determine compounded SOFR. It is possible that there will be limited interest in securities products based on Compounded SOFR, or in the implementations of compounded SOFR with respect to the Class A-2-B notes. As a result, you should consider whether any future reliance on compounded SOFR may adversely affect the market values and yields of the Class A-2-B notes due to potentially limited liquidity and resulting constraints on available hedging and financing alternatives.

The interest rate on the Class A-2-B notes will be based on the SOFR Rate. The SOFR Rate will be based on compounded SOFR. The administrator may, from time to time, in its sole discretion, make conforming changes (i.e., technical, administrative or operational changes) without the consent of noteholders or any other party, which could change the methodology used to determine the SOFR Rate. The issuing entity can provide no assurance that the methodology to calculate compounded SOFR will not be adjusted as described in the prior sentence and, if so adjusted, that the resulting interest rate will yield the same or similar economic results over the term of the Class A-2-B notes relative to the results that would have occurred had the interest rates been based on compounded SOFR without such adjustment or that the market value will not decrease due to any such adjustment in methodology. The administrator will have significant discretion in making SOFR conforming changes. Holders of Class A-2-B notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations.

You should carefully consider the foregoing uncertainties prior to investing in the notes. In general, events related to SOFR and alternative reference rates may adversely affect the liquidity, market value and yield of your Class A-2-B notes.

Changes to or elimination of SOFR or the determinations made by the administrator may adversely affect the Class A-2-B notes.

The FRBNY publishes SOFR based on data received by it from sources other than the calculation agent or the sponsor, and neither the calculation agent nor the sponsor has control over its calculation methods, publication schedule, rate revision practices or availability of SOFR at any time. There can be no guarantee, particularly given its relatively recent introduction, that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of investors in the Class A-2-B notes. If the manner in which SOFR is calculated, is changed, that change may result in a reduction in the amount of interest payable on the Class A-2-B notes and the trading prices of the Class A-2-B notes.

In certain circumstances, as described under “The Notes—Benchmark Replacement Provisions”, if the administrator has determined prior to the relevant reference time that a benchmark transition event and its related benchmark replacement date have occurred, the SOFR Rate may cease to be based upon SOFR and instead be based upon the benchmark replacement.

If the administrator determines that a benchmark transition event and its related benchmark replacement date have occurred in respect of SOFR, then the interest rate of the Class A-2-B notes will no longer be determined by reference to SOFR, but instead will be determined by reference to the benchmark replacement. The alternative rate of interest on the Class A-2-B notes will be determined in the following order: (a) based on the alternative rate of interest that has been selected or recommended by the relevant governmental body, (b) based on an ISDA fallback rate and (c) based on an alternative rate selected by the administrator, in each case, together with any benchmark replacement adjustment. In addition, the terms of the Class A-2-B notes expressly authorize the administrator to make benchmark replacement conforming changes. If a particular benchmark replacement or related benchmark replacement adjustment cannot, in the sole discretion of the administrator, be determined (including because such benchmark replacement or related benchmark replacement adjustment is deemed not to be administratively feasible), then the next-available benchmark replacement or related benchmark replacement adjustment will apply.

The determination of a benchmark replacement, the calculation of the interest rate on the Class A-2-B notes by reference to a benchmark replacement (including the application of a benchmark replacement adjustment), any implementation of benchmark replacement conforming changes and any other determinations, decisions or elections that may be made under the terms of the Class A-2-B notes in connection with a benchmark transition event, could adversely affect the value of the Class A-2-B notes, the return on the Class A-2-B notes and the price at which Class A-2-B noteholders can sell such Class A-2-B notes.

Additionally, the issuing entity cannot anticipate how long it will take the calculation agent to develop the systems and processes necessary to adopt a specific benchmark replacement, which may delay and contribute to uncertainty and volatility surrounding any benchmark transition.

The administrator will have significant discretion with respect to certain elements of the related benchmark replacement process, including determining whether a benchmark transition event and its related benchmark replacement date have occurred, determining which related benchmark replacement is available, determining the earliest practicable index determination date for using the related benchmark replacement, determining related benchmark replacement adjustments (if not otherwise determined by the applicable governing bodies or authorities) and making related benchmark replacement conforming changes (including potential changes affecting the business day convention and index determination date). Holders of Class A-2-B notes will not have any right to approve or disapprove of these changes and will be deemed to have agreed to waive and release any and all claims relating to any such determinations. If the administrator, in its sole discretion, determines that an alternative index is not administratively feasible, including as a result of technical, administrative or operational issues, then such alternative index will be deemed to be unable to be determined as of such date. The administrator may determine an alternative to not be administratively feasible even if such rate has been adopted by other market participants in similar products and any such determination may adversely affect the return on the Class A-2-B notes, the trading market and the value of the Class A-2-B notes.

The issuing entity cannot predict if SOFR will be eliminated, or, if changes are made to SOFR, the effect of those changes. In addition, the issuing entity cannot predict what alternative index would be chosen, should this occur. If SOFR in its current form does not survive or if an alternative index is chosen, the market value and/or liquidity of the Class A-2-B notes could be adversely affected.

USE OF PROCEEDS

The depositor will use the net proceeds from the offering of the Notes to:

The issuing entity will use the net proceeds from the offering of the Notes to purchase the Receivables from the depositor.

The seller or its affiliates may use all or a portion of the net proceeds of the offering of the Notes to pay their respective debts, including “warehouse” debt secured by the Receivables prior to their transfer to the issuing entity, and for general purposes. Any “warehouse” debt may be owed to one or more of the underwriters or their affiliates or entities for which their affiliates act as administrator and/or provide liquidity lines, so a portion of the proceeds that is used to pay “warehouse” debt may be paid to the underwriters or their affiliates.

THE ISSUING ENTITY

'Limited Purpose and Limited Assets

Hyundai Auto Receivables Trust 2023-A is a statutory trust formed on October 11, 2022, under the laws of the State of Delaware by the depositor for the purpose of issuing the Notes. The issuing entity will be operated pursuant to a trust agreement among the depositor, the administrator and the owner trustee. Hyundai Capital America, a California corporation (“HCA”), will be the administrator of the issuing entity.

On or prior to the Closing Date, the depositor will sell and assign the Receivables and other issuing entity property to the issuing entity in exchange for cash and the Certificate issued by the issuing entity.

The issuing entity will not engage in any activity other than:

The issuing entity will not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of the transaction documents. The preceding permissible activities, as well as the trust agreement generally, can only be amended as follows:

The owner trustee and depositor may, with the consent of the holders of a majority of the Controlling Class and the holders of a majority of percentage interests in the outstanding Certificate, but with prior notice to the Hired Agencies, amend the trust agreement to add provisions to, change in any manner or eliminate any provisions of, the trust agreement, or modify (except as provided below) in any manner the rights of the Noteholders or Certificateholder. Without the consent of the holder of each outstanding affected Note or Certificate, no amendment will:

The owner trustee and the depositor may amend the trust agreement, without obtaining the consent of the Noteholders or Certificateholder but with prior notice to the Hired Agencies for the purpose of, among other things, adding any provisions to or changing in any manner or eliminating any of the provisions of the trust agreement or of modifying in any manner the rights of those Noteholders or the Certificateholder subject to the satisfaction of one of the following conditions:

The trust agreement may be amended by the depositor and the owner trustee to change the permitted purposes and powers of the issuing entity only if (i) the indenture trustee receives an opinion of counsel that such amendment will not have a material adverse effect on the Noteholders, (ii) S&P receives Rating Agency Notification and (iii) such amendment will not, as evidenced by the satisfaction of the Rating Agency Condition in the case of Fitch with respect to such amendment, materially and adversely affect in any material respect the interests of any Noteholder.

The trust agreement only allows the issuing entity to issue the Notes and the Certificate as described herein. The indenture prohibits the issuing entity from borrowing money, making loans or guaranteeing another’s payment or performance, other than the Notes discussed herein, or pursuant to advances made to it by the servicer, or otherwise in accordance with the transaction documents. The indenture can be amended as described under “Description of the Indenture—Modification of Indenture” in this prospectus. Other than as permitted by the transaction documents, the issuing entity is not permitted to own, purchase or acquire any stock, obligations, assets or securities. The issuing entity’s fiscal year end is December 31 of each year and its principal offices are in Delaware, in care of U.S. Bank Trust National Association, as owner trustee.

The servicer will have limited discretionary authority with respect to the Receivables as described under “Description of the Transaction Documents—Servicing Procedures” and “Receivables Underwriting and Servicing Procedures” herein. The servicer also has the discretion to exercise the clean-up call as described under “Description of the Transaction Documents—Optional Early Redemption of the Notes.”

The depositor or its affiliate may retain all or a portion of a class or classes of Notes for its own account. Some or all of such retained Notes may be resold by the depositor or its affiliate at any time on or after the Closing Date in one or more negotiated transactions at varying prices to be determined at the time of sale. Notes owned by the issuing entity, the depositor and their respective affiliates will be entitled to all benefits afforded to the Notes except that they generally will not be deemed outstanding for the purpose of making requests, demands, authorizations, directions, notices, consents or other actions under the transaction documents.

The depositor, on behalf of the issuing entity, will file with the SEC periodic reports of the issuing entity required to be filed with the SEC under the 1934 Act, and the rules and regulations of the SEC thereunder. For more information on where you can obtain a copy of these and other reports, you should refer to “Where You Can Find More Information.”

Capitalization and Liabilities of the Issuing Entity

At the time the Notes are issued, the issuing entity will be capitalized with the proceeds of the Notes. The proceeds from the issuance of the Notes will be used to purchase the Receivables from the depositor under the sale and servicing agreement and to make the initial deposit into the Reserve Account.

If the aggregate initial principal amount of the notes is $1,263,600,000, the following table illustrates the expected capitalization and/or liabilities of the issuing entity as of the Closing Date as if the issuance and sale of the Notes⁽¹⁾ had taken place on that date:

⁽¹⁾  HCA, or an affiliate thereof, will retain all of the Class B notes and Class C notes. HCA, or an affiliate thereof, may retain an additional amount or all of one or more of the other classes of notes. See “Credit Risk Retention” for a description of the “eligible horizontal residual interest.” HCA, or an affiliate thereof, may retain an additional amount or all of one or more of the classes of notes.

⁽²⁾  In addition to the Yield Supplement Overcollateralization Amount.

If the aggregate initial principal amount of the notes is $1,263,600,000, the following table illustrates the expected assets of the issuing entity as of the Closing Date as if the issuance and sale of the Notes had taken place on that date:

If the aggregate initial principal amount of the notes is $1,607,560,000, the following table illustrates the expected capitalization and/or liabilities of the issuing entity as of the Closing Date as if the issuance and sale of the Notes⁽¹⁾ had taken place on that date:

⁽¹⁾  HCA, or an affiliate thereof, will retain all of the Class B notes and Class C notes. HCA, or an affiliate thereof, may retain an additional amount or all of one or more of the other classes of notes. See “Credit Risk Retention” for a description of the “eligible horizontal residual interest.” HCA, or an affiliate thereof, may retain an additional amount or all of one or more of the classes of notes. 

⁽²⁾  In addition to the Yield Supplement Overcollateralization Amount.

If the aggregate initial principal amount of the notes is $1,607,560,000, the following table illustrates the expected assets of the issuing entity as of the Closing Date as if the issuance and sale of the Notes had taken place on that date:

(1)  This amount may be adjusted upward.

THE DEPOSITOR

The depositor, Hyundai ABS Funding, LLC, a wholly-owned special purpose subsidiary of HCA, was incorporated in the State of Delaware on August 14, 2001, as a Delaware corporation. The depositor converted from a Delaware corporation to a Delaware limited liability company on December 8, 2015. The depositor was organized solely for the limited purpose of purchasing portfolios of retail installment sale contracts from HCA and entering into securitization programs with respect to such assets. The depositor’s limited liability company agreement provides that the activities of the depositor are:

The limited liability company agreement also requires that at least one director of the depositor must qualify as an “independent director” and restricts the depositor’s ability to voluntarily declare bankruptcy without the prior unanimous affirmative vote of all of its directors.

The depositor has filed registration statements, including certain amendments and exhibits, under the Securities Act of 1933, as amended (the “Securities Act”) with the SEC in connection with each offering of securities backed by the receivables of HCA. For more information regarding these transactions, you should review the registration statements and other reports filed by the depositor with the SEC at http://www.sec.gov.

Since its formation in August 2001, the depositor has been the depositor in each of HCA’s Hyundai Auto Receivables Trust securitization transactions, and has not participated in or been a party to any other financing transactions. For more information regarding HCA’s securitization program, you should refer to “The Sponsor, the Seller, the Administrator and the Servicer—HCA Responsibilities in Securitization Program.”

The principal place of business of the depositor is at 3161 Michelson Drive, Irvine, California 92612. You may also reach the depositor by telephone at (949) 732-2697.

THE SPONSOR, THE SELLER, THE ADMINISTRATOR AND THE SERVICER

HCA was incorporated in the State of California on September 6, 1989. Hyundai Motor America (“HMA”), the primary distributor of Hyundai vehicles in the United States, owns approximately 80% of the outstanding common stock of HCA. Kia America, Inc. (formerly known as Kia Motors America, Inc.) (“KUS”) has a minority interest in HCA, owning approximately 20% of HCA’s outstanding common stock. HCA has retail dealer agreements with Hyundai, Kia, Genesis and a small number of other dealerships (the “Dealers”), all of which are located within the United States.

In August 2016, Genesis, a division of HMA, began distributing a new line of vehicles under the Genesis brand. Genesis Motor America LLC, a subsidiary of HMA, began distributing Genesis vehicles beginning with the 2019 model year.

HCA provides indirect retail automobile, light-duty truck and minivan loan and lease financing by purchasing retail installment sale contracts and leases from Dealers. HCA also provides direct wholesale financing to many of these Dealers by financing inventories and making loans for facilities refurbishment, real estate purchases, construction and working capital requirements.

HCA will be the sponsor of this transaction and the seller under the receivables purchase agreement. HCA also will be the servicer of the Receivables and the administrator for the issuing entity. HCA will be responsible for paying the costs of forming the issuing entity, legal fees of certain transaction parties, rating agency fees for rating the Notes and other transaction costs. Underwriting, servicing and collection activities are performed from HCA’s service centers in Newport Beach, California, Plano, Texas and Atlanta, Georgia.

The principal place of business of HCA is at 3161 Michelson Drive, Irvine, California 92612. You may also reach HCA by telephone at (949) 468-4000.

HCA Responsibilities in Securitization Program

One of HCA’s funding sources has been the packaging and sale of receivables through asset-backed securitization transactions. As described in more detail below, HCA’s primary responsibilities consist of acquiring the retail installment sale contracts from Dealers, selling the retail installment sale contracts to the depositor in connection with each securitization, and servicing the retail installment sale contracts. The retail installment sale contracts purchased by HCA (each, a “receivable”) are underwritten using HCA’s standard underwriting procedures, which emphasize, among other factors, the applicant’s willingness and ability to pay and the value of the vehicle to be financed. HCA, as servicer, will handle all collections, administer defaults and delinquencies and otherwise service the receivables.

See “Description of the Transaction Documents—Accounts” and “Description of the Transaction Documents—The Collection Account” below for a description of the manner in which collections will be maintained and the extent to which commingling is permitted under the transaction documents. See “Delinquencies, Repossessions and Credit Loss Information” in this prospectus for a discussion of the delinquency, loss and credit loss experience of the servicer’s serviced portfolio.

No Cross-Default /Cross-Collateralization

The occurrence of an event of default with respect to one issuance of notes issued by a separate issuing entity does not automatically result in a default under any other issuance of notes or other indebtedness of HCA, but may result in a default under certain other indebtedness of HCA if an event of default with respect to an issuance of notes occurs and is not cured within any applicable grace period. In addition, the occurrence and continuation of certain events, such as the commencement of bankruptcy proceedings against HCA, may constitute a servicer default or an event of default under one or more issuances of notes issued by a separate issuing entity, as well as other indebtedness of HCA. If any such event or any such uncured event of default occurs, HCA’s financial condition, cash flow and its ability to service the receivables or otherwise satisfy all of its debt obligations may be impaired, and you may suffer a loss in your investment.

RECEIVABLES UNDERWRITING AND SERVICING PROCEDURES

The following is a description of the underwriting and servicing of retail installment sale contracts by HCA.

Underwriting Procedures

HCA purchases retail installment sale contracts from dealers in the ordinary course of business in accordance with HCA’s underwriting standards. Contracts originated by a dealer are acquired by HCA under an agreement between HCA and each such dealer.

HCA’s underwriting procedures are intended to assess an applicant’s willingness and ability to repay the amounts when due on the contract as well as the value of the vehicle to be financed. The creditworthiness of any co-purchaser or guarantor is also considered. Each applicant for a retail installment sale contract completes a credit application that includes the applicant’s name, income, expenses, residential status, credit and employment history, and other personal and financial information. Dealers submit applications together with information about the proposed terms of the retail installment sale contract to HCA through website based systems or by facsimile. If an individual applicant has sufficient credit history, HCA obtains a credit bureau report on the applicant, including the “credit bureau score,” or a FICO^® score, which is generated using statistical models created by Fair Isaac Corporation. The FICO^® score measures the likelihood an applicant will repay an obligation as expected.

HCA also evaluates credit applications using proprietary credit scoring algorithms referred to as scorecards. The scorecards are used to assess the creditworthiness of each applicant using the information provided on the credit application, the proposed terms of the retail installment sale contract and the applicant’s credit bureau data to assign the applicant a proprietary credit score. HCA improves and modifies the scorecards from time to time based on actual historical portfolio experience.

Credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a HCA credit analyst based on HCA’s electronic decisioning model. The model uses the FICO^® score, the HCA derived credit score and a set of business rules designed to identify certain credit-related items such as loan-to-value ratio, affordability measures (e.g., payment-to-income ratio) and collateral type and quality. The model also identifies incomplete or inconsistent data such as an address or social security number mismatch, which is often caused by incorrect data entry but could possibly be a sign of fraud. In some cases, an application is not automatically rejected but does not meet the criteria for automatic approval, either because of incomplete or inconsistent information or because one or more credit-related items is not within prescribed automatic approval levels. In such cases, a credit analyst evaluates the credit application to make an approval decision using the company’s written underwriting guidelines. The credit analyst considers the same information included in the electronic decisioning model and weighs other factors, such as the prospective purchaser’s prior experience with HCA. If data entry or inconsistent information is the reason an application did not receive automatic approval, the credit analyst will contact the dealer if necessary to verify the data in question and to make corrections if necessary or to obtain proof of the inconsistent data. Based on the credit analyst’s assessment of the strengths and weaknesses of each application, the analyst will then either approve the application or reject the application.

In purchasing retail and lease contracts, HCA uses a proprietary credit scoring algorithm that classifies contracts using several factors such as credit bureau data, customer credit characteristics and proposed terms of the retail installment sale contract. In addition to HCA’s proprietary scoring system, HCA considers other factors, such as employment history, financial stability and capacity to pay. If HCA considers an applicant to be relatively less credit worthy and, as a result, a greater risk, HCA will assign the applicant a higher interest rate and lower permissible advance rates. HCA makes its final credit decision based upon the degree of credit risk with respect to each applicant.

HCA regularly reviews and analyzes its portfolio of receivables to evaluate the effectiveness of its underwriting guidelines and purchasing criteria. If external economic factors, credit loss or delinquency experience, market conditions or other factors change, HCA may adjust its underwriting guidelines and purchasing criteria in order to change the asset quality of its portfolio or to achieve other goals and objectives.

Servicing Procedures and Requirements

The servicer will make reasonable efforts to collect all payments due with respect to the Receivables held by the issuing entity and will, consistent with the sale and servicing agreement, follow the collection procedures it follows with respect to comparable retail installment sale contracts it services for itself and others.

The servicer will covenant in the sale and servicing agreement that, except as otherwise required by law or provided in the transaction documents and to the extent consistent with the servicer’s customary servicing practices and its credit and collection policies:

Each of the issuing entity, the depositor, the servicer and the indenture trustee has agreed to inform each other party in writing promptly upon the discovery of any breach by the servicer of the above obligations; provided, that delivery of a Servicer’s Certificate will be deemed to be prompt notice to the other party. If the servicer does not correct or cure such breach on or prior to the Payment Date following the end of the Collection Period which includes the 60th day (or, if the servicer elects, an earlier Payment Date) after the date that the servicer became aware or was notified of such breach, then the servicer shall purchase any Receivable materially and adversely affected by such breach from the issuing entity on or before the Payment Date following the end of such Collection Period. The servicer is required to purchase the Receivable affected by such breach (an “Administrative Receivable”) from the issuing entity at a price equal to the Administrative Purchase Payment for such Receivable. The “Administrative Purchase Payment” for an Administrative Receivable will be equal to its unpaid principal balance, plus interest on that Receivable at a rate equal to that Receivable’s APR to the last day of the Collection Period that Receivable is repurchased.

Upon the purchase of any Administrative Receivable, the servicer will for all purposes of the sale and servicing agreement, be deemed to have released all claims for the reimbursement of outstanding Advances made in respect of that Administrative Receivable. This purchase obligation will constitute the sole remedy available to the Noteholders, the Certificateholder, the indenture trustee, the owner trustee or the issuing entity for any uncured breach by the servicer.

If the servicer determines that eventual payment in full of a Receivable is unlikely, the servicer will follow its normal practices and procedures to recover amounts due on that Receivable, including repossessing and disposing of the related financed vehicle at a public or private sale, or taking any other action permitted under applicable law. However, the servicer may elect not to repossess a financed vehicle if in its good judgment it determines that the proceeds ultimately recoverable with respect to such Receivable would not be greater than the expense of such repossession.

Collection and Repossession Procedures

The customer billing process is initiated by the mailing of invoices on a monthly basis. Monthly payments are received at a lockbox account, mailed directly to HCA, or are paid electronically, including through direct debit either online or by phone. Customers may enroll in a variety of recurring and one-time automated clearinghouse programs that debit funds directly from their bank accounts. As payments are received, they are electronically transferred to HCA and processed through HCA’s servicing system for the application of payments to the appropriate accounts.

HCA measures delinquency by the number of days elapsed from the date a payment is due under the contract. Collection activities with respect to delinquent contracts generally begin shortly after the payment due date. Risk/behavioral-based collection models and segmentation is used to identify appropriate collections treatment. Those accounts with identified high-risk profiles are prioritized with earlier collections activity.

The collection process is divided into early-stage and late-stage collection. Early stage collection begins contacting customers as early as 1 day delinquent and continues through about 79 days delinquent. Once contact is made, the customer is advised of the delinquent status of the account. Resolved accounts are moved out of collections into current status until such time as they age delinquent again. Accounts which are unresolved and age to 80 days delinquent will migrate to the late-stage collections. At 80 days delinquent accounts will route to late stage collection to continue the collection effort until the account is brought current, repossessed, paid off, or charged off at approximately 120 days delinquent. If the delinquent vehicle cannot be brought current or completely collected by around 80 days delinquent, HCA generally attempts to repossess the vehicle. Vehicles generally are sold at auction within 45 days of repossession. Deficiencies remaining after repossession and sale of the vehicle or after the full charge-off of the installment contract may be pursued by or on behalf of HCA to the extent practicable and legally permitted. HCA attempts to contact customers and establish and monitor repayment schedules until the deficiencies are either paid in full or become impractical to pursue.

Extensions

HCA will grant extensions or deferments of contracts in accordance with its customary servicing procedures and the sale and servicing agreement. Customary servicing procedures may change at the discretion of HCA. For

example, from time-to-time, HCA enters into programs to provide relief to obligors due to certain world events including COVID-19 and natural disasters.

Insurance

Each applicant for a contract is required to maintain specific levels and types of insurance with respect to the financed vehicle. The issuing entity will be entitled to proceeds from any insurance policies relating to the financed vehicles to the extent identified by HCA. There is no formal follow-up for written evidence of insurance or for evidence of continued coverage. HCA has no obligation, and in fact does not track or monitor whether there is insurance coverage in effect with respect to financed vehicles. HCA does not maintain a back-up or blanket insurance policy which would take effect if the insurance coverage maintained by a financed vehicle’s owner is terminated, nor does HCA purchase insurance for the account of a financed vehicle owner upon such a termination.

Collection Account

All payments and other proceeds of any type and from any source on or with respect to the Receivables shall be the property of the issuing entity, subject to the lien of the indenture and the rights of the indenture trustee thereunder. The servicer shall, no later than the second Business Day after the identification of such collections, remit such collections to the collection account maintained in the name of the indenture trustee with the account bank (the “Collection Account”). Pursuant to the terms of the sale and servicing agreement, payments identified by the servicer are to be deposited in the Collection Account within two (2) Business Days after identification. However, so long as certain conditions are satisfied, the servicer may retain such amounts identified during a Collection Period until the Business Day prior to the related Payment Date. Notwithstanding the foregoing, the servicer may remit collections to the Collection Account on any other alternate remittance schedule (but not later than the related Payment Date) if certain rating agency conditions specified in the sale and servicing agreement are satisfied. Pending deposit into the Collection Account, collections may be commingled and used by the servicer at its own risk and are not required to be segregated from its own funds.

The Collection Account will be established by the servicer in accordance with the terms of the sale and servicing agreement.

Electronic Contracts

If the aggregate initial principal amount of the notes is $1,263,600,000, approximately 74.50% of the Receivables (by aggregate principal balance as of the Cut-off Date) were originated as electronic contracts. If the aggregate initial principal amount of the notes is $1,607,560,000, approximately 75.40% of the Receivables (by aggregate principal balance as of the Cut-off Date) were originated as electronic contracts. HCA has contracted with one or more third-parties to facilitate the process of creating and storing those electronic contracts. The third-parties’ technology system permits transmission, storage, access and administration of electronic contracts and is comprised of proprietary and third-party software, hardware, network communications equipment, lines and services, computer servers, data centers, support and maintenance services, security devices and other related technology materials that enable electronic contracting in the automobile retail industry. The third-parties’ system allows for the transmission, storage, access and administration of electronic contracts. Through use of the third-parties’ system, a dealer originates electronic retail installment sale contracts and then transfers these electronic contracts to HCA.

The third-parties’ system uses a combination of technological and administrative features that are designed to: (i) designate a single copy of the record or records comprising an electronic contract as being the single authoritative copy of the Receivable; (ii) manage access to and the expression of the authoritative copy; (iii) identify HCA as the owner of record of the authoritative copy; and (iv) provide a means for transferring record ownership of, and the exclusive right of access to, the authoritative copy from the current owner of record to a successor owner of record.

AFFILIATIONS AND CERTAIN RELATIONSHIPS

The issuing entity and the depositor are affiliates of HCA. Neither the indenture trustee nor the owner trustee is an affiliate of any of the foregoing parties. Additionally, neither the indenture trustee nor the owner trustee is an affiliate of the other.

DESCRIPTION OF THE TRUSTEES

The owner trustee’s or the indenture trustee’s liability in connection with the issuance and sale of the Notes is limited solely to the express obligations of that owner trustee or indenture trustee set forth in the trust agreement, sale and servicing agreement or indenture, as applicable. The owner trustee or indenture trustee may resign at any time, in which event the administrator, in the case of the owner trustee, and the issuing entity, in the case of the indenture trustee, will be obligated to appoint a successor thereto. The administrator or the holders of a majority of the Controlling Class of Notes then outstanding may also remove the owner trustee or indenture trustee, respectively, that becomes insolvent or otherwise ceases to be eligible to continue in that capacity under the trust agreement, sale and servicing agreement or indenture, as applicable. Any resignation or removal of the owner trustee or indenture trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor.

THE OWNER TRUSTEE

U.S. Bank Trust National Association (“U.S. Bank Trust”), will act as owner trustee under the trust agreement. U.S. Bank Trust is a national banking association and a wholly-owned subsidiary of U.S. Bank National Association (“U.S. Bank”), the fifth largest commercial bank in the United States. U.S. Bancorp, with total assets exceeding $675 billion as of December 31, 2022, is the parent company of U.S. Bank. As of December 31, 2022, U.S. Bancorp operated over 2,200 branch offices in 26 states. A network of specialized U.S. Bancorp offices across the nation provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products to consumers, businesses, and institutions.

U.S. Bank Trust has provided owner trustee services since the year 2000. As of December 31, 2022, U.S. Bank Trust was acting as owner trustee with respect to over 800 issuances of securities. This portfolio includes mortgage-backed and asset-backed securities. U.S. Bank Trust has acted as owner trustee of automobile-backed securities since 2000. As of December 31, 2022, U.S. Bank Trust was acting as owner trustee on 60 issuances of automobile-backed securities.

U.S. Bank Trust has provided the above information for purposes of complying with Regulation AB. Other than the above two paragraphs, U.S. Bank Trust has not participated in the preparation of, and is not responsible for, any other information contained in this prospectus.

The owner trustee’s liability in connection with the issuance and sale of the Notes is limited solely to the express obligations of the owner trustee set forth in the trust agreement. The depositor, the servicer and their affiliates may maintain normal commercial banking relations with the owner trustee and its affiliates. The fees and expenses of the owner trustee are to be paid by the servicer, but to the extent not paid by the servicer such expenses (but not fees) will be payable out of transaction cash flows as set forth under “The Notes─Payment of Distributable Amounts.”

Neither the owner trustee nor the indenture trustee will independently verify distribution calculations, access to and activity in transaction accounts, compliance with transaction covenants, use of credit enhancement, the removal of Receivables, or the underlying data used for such determinations.

THE INDENTURE TRUSTEE

The indenture trustee is Citibank, N.A. (“Citibank”), a national banking association and wholly owned subsidiary of Citigroup Inc., a Delaware corporation. Citibank performs as indenture trustee through the Agency and Trust line of business, a part of Issuer Services. Citibank has primary corporate trust offices located in both New York and London. Citibank is a leading provider of corporate trust services offering a full range of agency, fiduciary, tender and exchange, depositary and escrow services. As of the end of the fourth quarter of 2022, Citibank’s Agency and Trust group manages in excess of $8 trillion in fixed income and equity investments on behalf of over 3,000 corporations worldwide. Since 1987, Citibank Agency and Trust has provided corporate trust services for asset-backed securities containing pool assets consisting of airplane leases, auto loans and leases, boat loans, commercial loans, commodities, credit cards, durable goods, equipment leases, foreign securities, funding agreement backed note programs, truck loans, utilities, student loans and commercial and residential mortgages. As of the end of the fourth quarter of 2022, Citibank acts as indenture trustee and/or paying agent for approximately 250 various asset backed trusts supported by either auto loans or leases or equipment loans or leases.

The indenture trustee’s duties are limited to those duties specifically set forth in the indenture. The depositor, the servicer and their affiliates may maintain normal commercial banking relations with the indenture trustee and its affiliates. Each month the servicer receives bank statements with respect to the Accounts and reviews the balances and account activity in such Accounts, including withdrawals and deposits by the indenture trustee. The fees and expenses of the indenture trustee are to be paid by the servicer, but to the extent not paid by the servicer such expenses (but not fees) will be payable out of transaction cash flows as set forth under “The Notes—Payment of Distributable Amounts.”

Citibank will also act as the calculation agent. The calculation agent will determine the SOFR Rate and calculate the interest rate for the Class A-2-B notes as described under “The Notes–Payments of Interest”. If the administrator has determined prior to the relevant Reference Time that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred, the administrator will determine an alternative Benchmark in accordance with the Benchmark Replacement provisions described under “The Notes–Payments of Interest—Effect of Benchmark Transition Event”.

THE ASSET REPRESENTATIONS REVIEWER

Clayton Fixed Income Services LLC (“Clayton”), a Delaware limited liability company, will be appointed as asset representations reviewer pursuant to an agreement among the servicer, the issuing entity and the asset representations reviewer. Clayton is a wholly-owned subsidiary of Covius Services, LLC. Clayton and its affiliates have provided independent due diligence loan review and servicer oversight services to their clients since 1989. Clayton has been engaged as the asset representations reviewer on more than 550 auto and equipment loan, lease and dealer floorplan and credit card securitization transactions since 2015.

Clayton and its affiliates are providers of targeted due diligence reviews of securitized assets and policies and procedures of originators and servicers to assess compliance with representations and warranties, regulatory and legal requirements, investor guidelines and settlement agreements. Clayton and its affiliates have performed over 17 million loan reviews and has provided ongoing oversight on over $2 trillion of securitization transactions on behalf of investors, sponsors, issuers and originators, including government-sponsored enterprises and other governmental agencies. These services have been performed primarily on residential mortgage loan and residential mortgage-backed security transactions, although Clayton and its affiliates have also performed these services for transactions involving auto loans, equipment leases, credit cards, commercial mortgage loans, student loans, timeshare loans and boat and recreational vehicle loans.

The asset representations reviewer is not affiliated with the sponsor, the servicer, the depositor, the indenture trustee, the owner trustee or any of their affiliates, nor has the asset representations reviewer been hired by the sponsor or an underwriter to perform pre-closing due diligence work on the Receivables. The asset representations reviewer may not resign unless the asset representations reviewer is merged into or becomes an affiliate of the sponsor, the servicer, the indenture trustee, the owner trustee or any person hired by the sponsor or any underwriter to perform pre-closing due diligence work on the Receivables. Upon the occurrence of such an event, the asset representations reviewer will promptly resign and the servicer will appoint a successor asset representations reviewer. All reasonable costs and expenses (including the fees and expenses of counsel) incurred in connection with the required resignation of the asset representations reviewer will be paid by the predecessor asset representations reviewer.

The asset representations reviewer will be responsible for reviewing the Subject Receivables (as defined under “Description of the Transaction Documents—Asset Representations Review”) for compliance with the Pool Asset Representations. Under the asset representations review agreement, the asset representations reviewer will be entitled to be paid the fees and expenses set forth under “—Fees and Expenses” below. The asset representations reviewer is required to perform only those duties specifically required of it under the asset representations review agreement, as described in this section. The servicer is required under the asset representations review agreement to provide the asset representations reviewer copies of the receivable files and to make available to the asset representations reviewer the related contracts and records maintained by such person during normal business hours upon reasonable prior written notice in connection with a review of the Receivables. The asset representations reviewer will be required to keep all information about the Receivables obtained by it confidential and may not disclose that information other than as required by the terms of the asset representations review agreement and applicable law. The servicer will indemnify the asset representations reviewer for liabilities and damages resulting from the asset representations reviewer’s performance of its obligations under the asset representations review agreement unless caused by the willful misconduct, bad faith or negligence of the asset representations reviewer or as a result of any

breach of representations made by the asset representations reviewer in the asset representations review agreement. The asset representations reviewer will not be liable for actions taken in good faith under the asset representations review agreement, including actions based upon the exercise of judgment or discretion.

OVERVIEW OF HCA RETAIL LOAN FINANCING OPERATIONS

Securitization

HCA is the sponsor of this securitization transaction and is primarily responsible for structuring the transaction. The Receivables being securitized were purchased by HCA from dealers in the ordinary course of HCA’s business.

HCA purchases receivables from dealers and generally holds or ages these receivables for an interim period prior to transferring them in connection with a securitization transaction. During this interim period, HCA’s financing needs are met, in part, through the use of warehouse finance and other loan facilities. These loan facilities are provided by a number of financial institutions and provide liquidity to fund HCA’s acquisition of receivables.

HCA’s auto receivables asset-backed securitization program was first established and utilized for the Hyundai Auto Receivables Trust 1993-A transaction. For more information regarding HCA’s experience with respect to its entire portfolio of retail installment sale contracts, you should refer to “Delinquencies, Repossessions and Credit Loss Information” and “Static Pool Data.”

Repurchases and Replacements

No assets securitized by the sponsor were the subject of a demand to repurchase or replace for breach of the representations and warranties during the three-year period ending December 31, 2022.

Please refer to the Form ABS-15G filed by the sponsor on behalf of itself and its affiliated securitizers on January 18, 2023 for additional information. The CIK number of the sponsor is 0001541028.

Servicing

General. HCA is the servicer for all of the retail installment sale contracts that it finances. As the servicer, HCA generally handles all collections, administers defaults and delinquencies and otherwise services the retail installment sale contracts. HCA outsources certain of its administrative functions to unaffiliated third party service providers, as described below.

HCA started servicing retail installment sale contracts shortly after it was incorporated in September 1989. Although HCA may be replaced or removed as servicer upon the occurrence of certain events, including the occurrence of a servicer default (as defined under the applicable transaction documents), HCA generally expects to service the sold receivables in a securitization for the life of that transaction. For more information regarding the circumstances under which HCA may be replaced or removed as servicer of the Receivables, you should refer to “Description of the Transaction Documents” below. If the servicing of any receivables was to be transferred from HCA to another servicer, there may be an increase in overall delinquencies and defaults that would typically be seen during such a transition period. Although HCA expects that any increase in any such delinquencies to be temporary, there can be no assurance as to the duration or severity of any disruption in servicing the receivables and the financed vehicles as a result of any servicing transfer. See “Risk Factors—Risks relating to the transaction parties—A servicer default may result in additional costs, increased servicing fees by a substitute servicer or a diminution in servicing performance, including higher delinquencies and defaults, any of which may have an adverse effect on your notes” and “—Adverse events with respect to HCA or its affiliates may affect the timing of payments on your notes or have other adverse effects on your notes.”

In the normal course of its servicing business, HCA outsources certain of its administrative functions to unaffiliated third party service providers. The third parties providing those administrative functions do not have discretion relating to activities that HCA believes would materially affect the amounts realized or collected with respect to the Receivables or the timing of receipt of such amounts. Moreover, HCA retains ultimate responsibility for those administrative functions under the sale and servicing agreement and should any of those third parties not be

able to provide those functions, HCA believes those third parties could easily be replaced. Therefore, failure by the third party service providers to provide the administrative functions is not expected to result in any material disruption in HCA’s ability to perform its servicing functions under the sale and servicing agreement.

Servicer Advances. The servicer may make advances if payment on retail installment sale contracts has not been identified in full by the end of the month. See “Advances” below.

Prepayments, Delinquencies, Repossessions and Net Losses. For a discussion of HCA’s delinquency and loss experience with respect to its portfolio of receivables, you should refer to “Delinquencies, Repossessions and Credit Loss Information.” For a description of the roles and responsibilities of the servicer, see “Description of the Transaction Documents.”

For more information regarding HCA’s servicing obligations with respect to the Receivables, you should refer to “Description of the Transaction Documents” in this prospectus. HCA believes that it has materially complied with its servicing obligations with respect to each asset-backed securitization transaction involving HCA as servicer.

CREDIT RISK RETENTION

Pursuant to Regulation RR, HCA, as the sponsor, is required to retain an economic interest in the credit risk of the securitized Receivables, either directly or through one or more majority-owned affiliates, unless otherwise permitted by applicable law. HCA intends to satisfy this obligation through (i) the retention by the depositor, its wholly-owned affiliate, of an “eligible horizontal residual interest” and (ii) the establishment of an “eligible horizontal cash reserve account” pledged by the issuing entity to the indenture trustee for the benefit of the noteholders and the issuing entity, in an aggregate amount equal to at least 5% of the fair value of all of the Notes and the Certificate issued by the issuing entity on the Closing Date.

The depositor is required to retain an “eligible horizontal residual interest” and may not transfer (except to HCA or another majority-owned affiliate of HCA) or hedge that interest until the latest of two years after the Closing Date, the date the Pool Balance is 33% or less of the initial Pool Balance, or the date the aggregate principal amount of the Notes is 33% or less of the original principal amount of the Notes. HCA, the depositor and their affiliates may not hedge or finance the retained interest during this period except as permitted under applicable law. The depositor may transfer all or any portion of the “eligible horizontal residual interest” to HCA or another majority-owned affiliate of HCA after the Closing Date.

The residual interest retained by the depositor is structured to be an “eligible horizontal residual interest” and will consist of the issuing entity’s Certificate. If the aggregate initial principal amount of the notes is $1,263,600,000, HCA expects the issuing entity’s Certificate to have a fair value of between $92,541,417 and $97,223,624, which is between 6.82% and 7.14% of the fair value of all of the Notes and the Certificate issued by the issuing entity on the Closing Date. If the aggregate initial principal amount of the notes is $1,607,560,000, HCA expects the issuing entity’s Certificate to have a fair value of between $117,753,901 and $123,766,746, which is between 6.83% and 7.15% of the fair value of all of the Notes and the Certificate issued by the issuing entity on the Closing Date. In general, the “eligible horizontal residual interest” represents the rights to all payments received on the Receivables and to the credit enhancement not needed to make required payments on the Notes, pay the fees and expenses of the issuing entity or make deposits into the Reserve Account.  Because the “eligible horizontal residual interest” is subordinated to each class of Notes and is only entitled to amounts not needed on a Payment Date to make payments on the Notes, to make other required payments or deposits according to the priority of payments described in “The Notes—Payment of Distributable Amounts” in this prospectus, the “eligible horizontal residual interest” will absorb any losses incurred by the issuing entity on the Receivables before any losses are incurred by the Noteholders. For a description of the credit enhancement available for the Notes, see “Credit Enhancement”, and for a description of the Certificate, and thus of the eligible horizontal residual interest, see “The Certificate.”

Additionally, on or prior to the Closing Date, HCA (by itself or through a majority-owned affiliate) will cause to be established and maintained a Reserve Account, structured to qualify as an “eligible horizontal cash reserve account” in accordance with Regulation RR. The Reserve Account will be funded in cash on the Closing Date in an amount equal to (i) if the aggregate initial principal amount of the notes is $1,263,600,000, at least $3,239,990 or (ii) if the aggregate initial principal amount of the notes is $1,607,560,000, at least $4,121,956, which is, in either case, approximately 0.24% of the expected fair value of all of the Notes and the Certificate to be issued by the issuing entity on the Closing Date. HCA (by itself or through a majority-owned affiliate) may fund the Reserve Account on the

Closing Date with an amount greater than the amount set forth in the preceding sentence if necessary to satisfy its obligations under Regulation RR. Until the interests of the issuing entity are paid in full or the issuing entity is dissolved, amounts on deposit in the Reserve Account will be released only in compliance with Regulation RR. For example, funds on deposit in the Reserve Account may not be used to pay the servicing fee, as long as HCA or an affiliate thereof is the servicer, and may not be used to reimburse servicer advances. For all other purposes, the reserve account may be used to make any payments that are due as described under “The Notes—Payment of Distributable Amounts” in this prospectus but are otherwise unpaid, including each of the Notes on the related final scheduled payment date to the extent Collections on the Receivables are insufficient to make such payments. For a description of the reserve account, see “Credit Enhancement—Reserve Account” in this prospectus.

If the aggregate initial principal amount of the notes is $1,263,600,000, the expected sum of (i) the fair value of the Certificate and (ii) the amount to be deposited into the Reserve Account on the Closing Date is between $95,781,408 and $100,463,615, which is between 7.06% and 7.38% of the expected fair value of all of the Notes and the Certificate to be issued by the issuing entity on the Closing Date. If the aggregate initial principal amount of the notes is $1,607,560,000, the expected sum of (i) the fair value of the Certificate and (ii) the amount to be deposited into the Reserve Account on the Closing Date is between $121,875,857 and $127,888,702, which is between 7.06% and 7.39% of the expected fair value of all of the Notes and the Certificate to be issued by the issuing entity on the Closing Date.

Fair Value:

If the aggregate initial principal amount of the notes is $1,263,600,000, the expected fair value of the Notes and the Certificate is summarized below. The totals in the table may not sum due to rounding.

If the aggregate initial principal amount of the notes is $1,607,560,000, the expected fair value of the Notes and the Certificate is summarized below. The totals in the table may not sum due to rounding.

HCA determined the fair value of the Notes and the Certificate using a fair value measurement framework under generally accepted accounting principles. In measuring fair value, the use of observable and unobservable inputs and their significance in measuring fair value are reflected in the fair value hierarchy assessment, with Level 1 inputs favored over Level 2 and 3 inputs, and Level 2 inputs favored over Level 3 inputs.

The fair value of the Notes is categorized within Level 2 of the hierarchy, reflecting the use of inputs derived from prices for similar instruments. The fair value of the Certificate is categorized within Level 3 of the hierarchy as inputs to the fair value calculations are generally not observable.

The fair value of the Notes is assumed to be equal to the initial principal balance of the Notes, or par.  This reflects the expectation that the final interest rates of the Notes will be consistent with the interest rate assumptions below:

(1)  The Class A-2-B Note Rate is only applicable if the balance of the Class A-2-B Notes is greater than $0.

These interest rates are estimated based on recent pricing of Notes issued in similar securitization transactions and market-based expectations for interest rates and credit risk applicable to the Notes.

To calculate the fair value of the Certificate, HCA used an internal valuation model. This model projects future interest and principal payments on the Receivables, the interest and principal payments on each class of Notes, and any other fees and expenses payable by the issuing entity. The resulting cash flows to the Certificate are discounted to present value based on a discount rate that reflects the credit exposure to these cash flows. In completing these calculations, HCA made the following assumptions:

HCA developed these inputs and assumptions by considering, among other things, the following factors:

HCA believes that the inputs and assumptions described above include the inputs and assumptions that could have a material impact on the fair value calculation or a prospective Noteholder’s ability to evaluate the fair value calculation. The fair value of the Notes and the Certificate was calculated based on the assumptions described above. You should be sure you understand these assumptions when considering the fair value calculation.

HCA will recalculate the fair value of the Notes and the Certificate following the Closing Date to reflect the issuance of the Notes and any changes in the methodology or inputs and assumptions described above. In accordance with Regulation RR, within a reasonable time after the Closing Date, HCA or the depositor will disclose (i) the actual fair value of the Certificate as a percentage of the sum of the fair value of the Notes and the Certificate and as a dollar amount, (ii) the amount deposited into the Reserve Account as a percentage of the actual fair value of the Notes and the Certificate and as a dollar amount, (iii) the sum of clause (i) and clause (ii), (iv) a description of any changes in the methodology or inputs and assumptions used to calculate the fair value and (v) any Notes that are retained on the Closing Date. These disclosures will be made on the Servicer Certificate.

HCA, or an affiliate thereof, may retain some or all of one or more of the classes of Notes. Any retained notes may, to the extent retained, be issued as definitive notes and will be registered in the name of HCA.

The material terms of the Certificate are described in this prospectus under “The Certificate.” The material terms of the Reserve Account are described under “Credit Enhancement—Reserve Account.”

THE ISSUING ENTITY PROPERTY

The Notes will be collateralized by the assets of the issuing entity (the “issuing entity property”). The primary assets of the issuing entity will be the Receivables, which are amounts owed by obligors under retail installment sale contracts, secured by new and used automobiles, light-duty trucks and minivans that are financed by those contracts. The depositor will sell and assign the Receivables and the other issuing entity property to the issuing entity in exchange for cash and the Certificate. The seller will represent and warrant, among other things, that no adverse selection procedures were employed in selecting the Receivables for inclusion in the pool; however, it is possible that delinquencies or losses on the Receivables could exceed those on other retail installment sale contracts included in the seller’s portfolio of retail installment sale contracts for new and used automobiles, light-duty trucks and minivans.

After giving effect to the transactions described in this prospectus, the property of the issuing entity will include:

The Receivables to be transferred to the issuing entity have been or will be purchased by HCA from dealers pursuant to dealer agreements entered into by HCA and the dealers. See “Receivables Underwriting and Servicing Procedures.”

HCA purchased the Receivables from dealers in the ordinary course of business in accordance with HCA’s underwriting standards. On or before the Closing Date, HCA will sell the Receivables to the depositor. The depositor will, in turn, sell the Receivables to the issuing entity on the Closing Date pursuant to the sale and servicing agreement. The purchase price paid by the issuing entity for each Receivable included in the issuing entity property will reflect the outstanding principal balance of the Receivable as of the Cut-off Date calculated under the Simple Interest Method. The Receivables to be held by the issuing entity will be selected from those retail installment sale contracts in HCA’s portfolio that meet several criteria. These criteria provide that each Receivable has the following individual characteristics as of the Cut-off Date:

Some of the Receivables are for obligors who are either small businesses or individuals who use the related Financed Vehicles for retail business purposes, but, in each case, such related contracts are accompanied by an individual obligor’s personal guarantee.

Calculation Methods

Each of the Receivables included as property of the issuing entity will be a contract where the allocation of each payment between interest and principal is calculated using the Simple Interest Method.

“Simple Interest Method” means the method of calculating interest due on a retail installment sale contract on a daily basis based on the actual outstanding principal balance of the Receivable on that date.

“Simple Interest Receivables” means receivables pursuant to which the payments due from the obligors during any month are allocated between interest, principal and other charges based on the actual date on which a payment is identified by HCA and for which interest is calculated using the Simple Interest Method. For these receivables, the obligor’s payment is first applied to interest accrued and then the remaining payment is applied to the unpaid outstanding principal balance due and then to other charges. Accordingly, if an obligor pays the fixed monthly installment in advance of the due date, the portion of the payment allocable to interest for that period since the preceding payment will be less than it would be if the payment were made on the due date, and the portion of the payment allocable to reduce the outstanding principal balance will be correspondingly greater. Conversely, if an obligor pays the fixed monthly installment after its due date, the portion of the payment allocable to interest for the period since the preceding payment will be greater than it would be if the payment were made on the due date, and the portion of the payment allocable to reduce the outstanding principal balance will be correspondingly smaller. When necessary, an adjustment is made at the maturity of the receivable to the scheduled final payment to reflect the larger or smaller, as the case may be, allocations of payments to interest or principal under the receivable as a result of early or late payments, as the case may be. Late payments, or early payments, may result in the obligor making a greater—or smaller—number of payments than originally scheduled. The amount of additional payments required to pay the outstanding principal balance in full generally will not exceed the amount of an originally scheduled payment. If an obligor elects to prepay in full, the obligor will not receive a rebate attributable to unearned finance charges. Instead, the obligor is required to pay finance charges only to, but not including, the date of prepayment.

Pool Underwriting

Evaluation and Approval. As described in “Receivables Underwriting and Servicing Procedures—Underwriting Procedures,” under HCA’s origination process, credit applications are evaluated when received and are either automatically approved, automatically rejected or forwarded for review by a HCA credit analyst based on HCA’s electronic decisioning model. Applications that are not automatically approved or rejected are ultimately reviewed by a HCA credit analyst with appropriate approval authority.

If the aggregate initial principal amount of the notes is $1,263,600,000, 54,324 Receivables, having an aggregate principal balance of $1,181,274,711.34 (approximately 81.93% of the aggregate principal balance of the Receivables as of the Cut-off Date) were automatically approved, while 13,657 Receivables, having an aggregate principal balance of $260,477,733.52 (approximately 18.07% of the aggregate principal balance of the Receivables as of the Cut-off Date) were evaluated and approved by a HCA credit analyst with appropriate authority in accordance with HCA’s written underwriting guidelines.

If the aggregate initial principal amount of the notes is $1,607,560,000, 68,175 Receivables, having an aggregate principal balance of $1,507,853,936.37 (approximately 82.41% of the aggregate principal balance of the Receivables as of the Cut-off Date) were automatically approved, while 16,604 Receivables, having an aggregate principal balance of $321,897,354.28 (approximately 17.59% of the aggregate principal balance of the Receivables as of the Cut-off Date) were evaluated and approved by a HCA credit analyst with appropriate authority in accordance with HCA’s written underwriting guidelines.

HCA determined that whether a receivable was approved automatically based on HCA’s electronic decisioning model or was approved following review by a HCA credit analyst was not indicative of the receivable’s quality. None of the Receivables in the pool were originated with exceptions to HCA’s written underwriting guidelines.

Credit Scores. HCA uses FICO^® scores designed specifically for automotive financing, which are developed by Fair Isaac Corporation. HCA uses FICO^® Auto Enhanced Score 8. FICO^® scores are based solely on independent third party information from the credit reporting agency. The accuracy of independent third-party information provided to the credit reporting agency cannot be verified. An applicant’s credit score is one of several factors that are used by HCA to determine its credit decisions. FICO^® scores should not necessarily be relied upon as a meaningful predictor of the performance of the receivables. See “Receivables Underwriting and Servicing Procedures — Underwriting Procedures.” The table below entitled “Distribution of the Receivables as of the Cut-off Date by FICO^®” illustrates the distribution of Receivables by FICO^® Score. HCA may use a FICO^® score retrieved from an alternate credit bureau to make credit decisions. An alternate credit bureau FICO^® score may be retrieved when a HCA credit analyst determines that it may give a more accurate assessment of the creditworthiness of an applicant, and when used in a credit decision, it generally results in a higher FICO^® score than the primary credit bureau FICO^® score for the same applicant.

Representations, Warranties and Covenants

In the receivables purchase agreement, HCA as seller will make representations and warranties with respect to each Receivable as described below and under “Description of the Transaction Documents—Sale of the Receivables; Pledge of the Receivables.” As described under “Description of the Transaction Documents—Sale of the Receivables; Pledge of the Receivables” and “Receivables Underwriting and Servicing Procedures—Servicing Procedures and Requirements”, the servicer may be required to repurchase Receivables as to which the servicer has breached its servicing covenants. There will be no independent verification of the servicer’s or the seller’s determination that such Receivables must be repurchased.

The sale and servicing agreement will also provide that if the servicer, the issuing entity or the depositor discovers a breach of any representation, warranty or covenant referred to in the preceding paragraph, that materially and adversely affects the Noteholders or the issuing entity’s interests, which breach is not cured on or prior to the Payment Date following the end of the Collection Period which includes the 60th day following such discovery (or, if the servicer or the seller, as applicable, elects, an earlier Payment Date), the seller or servicer, as applicable, will repurchase such Receivable. See “Material Legal Aspects of the Receivables—Repurchase Obligation.”

The composition, distribution by annual percentage rate (“APR”), geographic distribution by state, distribution by original number of scheduled payments, distribution by remaining number of scheduled payments, distribution by remaining Principal Balance, FICO^®, and vehicle type in each case of the Receivables as of the Cut-off Date are set forth in the tables below. The percentages in some of the tables may not total 100% due to rounding.

THE RECEIVABLES POOL

Composition of the Receivables if the Aggregate Initial Principal Amount of the Notes is $1,263,600,000
as of the Cut-off Date

The “Weighted Average APR”, “Weighted Average Original Number of Scheduled Payments”, “Weighted Average Remaining Number of Scheduled Payments” and “Weighted Average FICO^® as of origination” in the preceding table are weighted by Principal Balance as of the Cut-off Date.

Composition of the Receivables if the Aggregate Initial Principal Amount of the Notes is $1,607,560,000
as of the Cut-off Date

The “Weighted Average APR”, “Weighted Average Original Number of Scheduled Payments”, “Weighted Average Remaining Number of Scheduled Payments” and “Weighted Average FICO^® as of origination” in the preceding table are weighted by Principal Balance as of the Cut-off Date.

Distribution of the Receivables if the Aggregate Initial Principal Amount of the Notes is $1,263,600,000
as of the Cut-off Date by “APR”

Distribution of the Receivables if the Aggregate Initial Principal Amount of the Notes is $1,607,560,000
as of the Cut-off Date by “APR”

Geographic Distribution of the Receivables
if the Aggregate Initial Principal Amount of the Notes is $1,263,600,000 as of the Cut-off Date by State