Common use of Pledge of Series Trust Estate Clause in Contracts

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Date (including amounts due on or before the applicable Cut-off Date but received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC Finance, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies covering the related Financed Vehicles or Obligors; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction money or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Date (including amounts due on or before the applicable Cut-off Date but received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase AgreementHAFI, HACI, HSBC Finance, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments and against Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies covering the related Financed Vehicles or Obligors; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HAFI, HACI or HSBC Finance, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HACI keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Cutoff Date (including amounts due on or before the applicable Cut-off Cutoff Date but received by HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC FinanceHFC, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Cutoff Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies physical damage, loss, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to such Receivables; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement or HSBC FinanceHFC, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction money or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Date (including amounts due on or before the applicable Cut-Cut- off Date but received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase AgreementHAFI, HACI, HSBC Finance, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies covering the related Financed Vehicles or Obligors; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HAFI, HACI or HSBC Finance, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HACI keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s 's right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II II-A, Schedule II-B and Schedule II-C and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Cutoff Date (including amounts due on or before the applicable Cut-off Cutoff Date but received by HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement, HSBC FinanceHFC, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Cutoff Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies physical damage, loss, credit life or disability insurance policies covering the related Financed Vehicles or Obligors, including rebates of insurance premiums relating to such Receivables; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement or HSBC FinanceHFC, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI HAFC or any Affiliate of HAFI HAFC that is the seller under a Master Receivables Purchase Agreement keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction money or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Date (including amounts due on or before the applicable Cut-off Date but received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase AgreementHAFI, HACI, HSBC Finance, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies covering the related Financed Vehicles or Obligors; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HAFI, HACI or HSBC Finance, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HACI keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, Holders of the Notes all of the Issuer’s 's right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Series _____ Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Cutoff Date (including amounts due on or before the applicable Cut-off Cutoff Date but received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement, HSBC FinanceHAFC, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Cutoff Date); (b) all an assignment of the security interests in the related Financed Vehicles granted by Obligors pursuant to such Series _____ Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HAFC against Dealers pursuant to Dealer Agreements or Dealer Assignments related to such Series _____ Receivables; (d) any proceeds and the right to receive proceeds with respect to such Series _____ Receivables repurchased by a Dealer Dealer, pursuant to a Dealer Agreement as a result of a breach of representation or warranty in the related Dealer Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Series _____ Receivables from claims under on any Insurance Policies physical damage, loss, credit life or disability insurance policies covering the related Financed Vehicles or ObligorsObligors including rebates of insurance premiums relating to such Series _____ Receivables; (g) all funds on deposit from time to time in the Series _____ Trust Accounts (including all investments and proceeds thereofthereof from time to time allocable to the Series _____ Reserve Account, but excluding all investments and proceeds thereof allocable to the other Series _____ Trust Accounts or allocable to the Master Collection Account); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements Agreement and related the Receivables Purchase Agreement Supplements, including all the delivery requirements and requirements, representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement or HSBC Finance, as applicable, HAFC under the Master Receivables Purchase Agreements Agreement and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Series _____ Receivables and that has been, or at any time is, been acquired by or on behalf of the Issuer pursuant to liquidation of such Series _____ Receivables; (j) all items contained in the Receivable Files with respect to such Series _____ Receivables and any and all other documents that the Master Servicer, the Seller, HAFI Servicer or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HAFC keeps on file in accordance with its customary procedures relating to such Series _____ Receivables, or the related Financed Vehicles or Obligors; (k) all rights of the Issuer Seller in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements related to Series _____ (including all rights of the Seller under the Master Receivables Purchase Agreements Agreement and the related Receivables Purchase Agreement Supplements Supplements, assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such shareSeller; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, foregoing and (ii) all payments on or under, under and all proceeds of every kind and nature whatsoever in respect of, of any or all of the foregoing, including all proceeds of the conversion thereofconversion, whether voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “"Series _____ Trust Estate”"). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured PartiesHolders of the Notes. The Indenture Trustee hereby acknowledges such Grant, accepts the trust trusts under the Indenture and this Series _____ Supplement in accordance with the provisions of the Indenture and this Series _____ Supplement and agrees to perform its duties required in the Indenture and in this Series _____ Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, interests may be adequately and effectively protected.

Pledge of Series Trust Estate. The Issuer hereby Grants to the Indenture Trustee, for the benefit of the Secured Parties, all of the Issuer’s right, title and interest (but none of its obligations) in and to all personal property, whether now owned or hereafter acquired and whether general intangibles, accounts, chattel paper, claims and causes of action, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, minerals before extraction money or constituting other personal property of any nature whatsoever, including, without limitation: (a) each and every Receivable listed as a Receivable on the Schedule of Receivables attached hereto as Schedule II and all monies paid or payable thereon or in respect thereof after the applicable Cut-off Date (including amounts due on or before the applicable Cut-Cut- off Date but received by HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase AgreementHAFI, HACI, HSBC Finance, the Seller, the Master Servicer or the Issuer after the applicable Cut-off Date); (b) all security interests in the related Financed Vehicles granted by Obligors pursuant to such Receivables and any other interest of the Issuer in the related Financed Vehicles; (c) all rights of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement against Dealers pursuant to Dealer Agreements or Dealer Assignments and against Alliance Relationships pursuant to Alliance Agreements and Alliance Assignments related to such Receivables; (d) any proceeds and the right to receive proceeds with respect to such Receivables repurchased by a Dealer pursuant to a Dealer Agreement or by an Alliance Relationship pursuant to an Alliance Agreement; (e) all rights under any Service Contracts on the related Financed Vehicles; (f) any proceeds and the right to receive proceeds with respect to such Receivables from claims under any Insurance Policies covering the related Financed Vehicles or Obligors; (g) all funds on deposit from time to time in the Trust Accounts (including all investments and proceeds thereof); (h) all rights of the Seller in and to the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements, including all delivery requirements and representations and warranties and the cure and repurchase obligations of HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HAFI, HACI or HSBC Finance, as applicable, under the Master Receivables Purchase Agreements and such Receivables Purchase Agreement Supplements; (i) all property (including the right to receive future Net Liquidation Proceeds) that secures such Receivables and that has been, or at any time is, acquired by or on behalf of the Issuer pursuant to liquidation of such Receivables; (j) all items contained in the Receivable Files with respect to such Receivables and any and all other documents that the Master Servicer, the Seller, HAFI or any Affiliate of HAFI that is the seller under a Master Receivables Purchase Agreement HACI keeps on file in accordance with its customary procedures relating to such Receivables, the related Financed Vehicles or Obligors; (k) all rights of the Issuer in and to the Master Sale and Servicing Agreement and the Transfer Agreement or Transfer Agreements (including all rights of the Seller under the Master Receivables Purchase Agreements and related Receivables Purchase Agreement Supplements assigned to the Issuer pursuant to the Master Sale and Servicing Agreement and the related Transfer Agreement or Transfer Agreements); (l) one share of the Class SV Preferred Stock of the Seller together with the exclusive right to vote such share; and (m) all present and future (i) claims, demands, causes and choses in action in respect of any or all of the foregoing, and (ii) payments on or under, and all proceeds of every kind and nature whatsoever in respect of, any or all of the foregoing, including all proceeds of the conversion thereof, whether voluntary or involuntary, into cash or other liquid property, cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, investment property, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the “Series Trust Estate”). The foregoing Grant is made in trust to the Indenture Trustee for the benefit of the Secured Parties. The Indenture Trustee hereby acknowledges such Grant, accepts the trust under the Indenture and this Series Supplement in accordance with the provisions of the Indenture and this Series Supplement and agrees to perform its duties required in the Indenture and in this Series Supplement in accordance with the provisions hereof and of the Indenture to the best of its ability to the end that the interests of such parties, recognizing the priorities of their respective interests, may be adequately and effectively protected.