Exhibit 10.5


 


ASSET REPRESENTATIONS REVIEW AGREEMENT


 


among


 


HYUNDAI AUTO RECEIVABLES TRUST 2022-C,

as Issuer,


 


HYUNDAI CAPITAL AMERICA,

as Servicer


 


and


 


CLAYTON FIXED INCOME SERVICES LLC,


 


as Asset Representations Reviewer


 


Dated as of November 9, 2022


 






    
	 	 	(2022-C Asset Representations Review Agreement)




     


    

 


Table
of Contents


 


Page



 


	ARTICLE I	USAGE
    AND DEFINITIONS	 	2	 



 


	Section 1.1.	Usage and Definitions	 	2	 
	 	 	 	 	 
	Section 1.2.	Additional Definitions	 	2	 



 


	ARTICLE II	ENGAGEMENT
    OF ASSET REPRESENTATIONS REVIEWER	 	3	 



 


	Section 2.1.	Engagement; Acceptance	 	3	 
	 	 	 	 	 
	Section 2.2.	Confirmation of Scope	 	3	 



 


	ARTICLE III	ASSET
    REPRESENTATIONS REVIEW PROCESS	 	3	 



 


	Section 3.1.	Review Notices	 	3	 
	 	 	 	 	 
	Section 3.2.	Identification of Subject Receivables	 	3	 
	 	 	 	 	 
	Section 3.3.	Review Materials	 	4	 
	 	 	 	 	 
	Section 3.4.	Performance of Reviews	 	4	 
	 	 	 	 	 
	Section 3.5.	Review Reports	 	5	 
	 	 	 	 	 
	Section 3.6.	Limitations on Review Obligations	 	6	 
	 	 	 	 	 
	Section 3.7.	Dispute Resolution	 	6	 



 


	ARTICLE IV	ASSET
    REPRESENTATIONS REVIEWER	 	6	 



 


	Section 4.1.	Representations
    and Warranties	 	6	 
	 	 	 	 	 
	Section 4.2.	Covenants	 	7	 
	 	 	 	 	 
	Section 4.3.	Fees, Expenses and Indemnities	 	8	 
	 	 	 	 	 
	Section 4.4.	Limitation on Liability	 	9	 
	 	 	 	 	 
	Section 4.5.	Indemnification by Asset Representations
    Reviewer	 	9	 
	 	 	 	 	 
	Section 4.6.	Indemnification of Asset Representations
    Reviewer	 	9	 
	 	 	 	 	 
	Section 4.7.	Inspections of Asset Representations
    Reviewer	 	10	 
	 	 	 	 	 
	Section 4.8.	Delegation of Obligations	 	10	 
	 	 	 	 	 
	Section 4.9.	Confidential Information	 	10	 
	 	 	 	 	 
	Section 4.10.	Personally Identifiable Information	 	12	 



 


	ARTICLE V	RESIGNATION
    AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER	 	14	 



 


	Section 5.1.	Eligibility Requirements
    for Asset Representations Reviewer	 	14	 
	 	 	 	 	 
	Section 5.2.	Resignation and Removal of Asset
    Representations Reviewer	 	14	 
	 	 	 	 	 
	Section 5.3.	Successor Asset Representations
    Reviewer	 	15	 
	 	 	 	 	 
	Section 5.4.	Merger, Consolidation or Succession	 	15	 




 







    
	 	i	(2022-C Asset Representations Review Agreement)




     


    

 


Table
of Contents 


(continued)


 


Page


 



	ARTICLE VI	OTHER AGREEMENTS	 	15	 




 


	Section 6.1.	Independence of Asset Representations Reviewer	 	15	 
	 	 	 	 	 
	Section 6.2.	No Petition	 	15	 
	 	 	 	 	 
	Section 6.3.	Limitation of Liability of Owner Trustee	 	16	 
	 	 	 	 	 
	Section 6.4.	Termination of Agreement	 	16	 




 


	ARTICLE VII	MISCELLANEOUS PROVISIONS	 	16	 




 


	Section 7.1.	Amendments	 	16	 
	 	 	 	 	 
	Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	 	17	 
	 	 	 	 	 
	Section 7.3.	Notices	 	17	 
	 	 	 	 	 
	Section 7.4.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	18	 
	 	 	 	 	 
	Section 7.5.	No Waiver; Remedies	 	18	 
	 	 	 	 	 
	Section 7.6.	Severability	 	19	 
	 	 	 	 	 
	Section 7.7.	Headings	 	19	 
	 	 	 	 	 
	Section 7.8.	Counterparts; Electronic Signatures and Transmission	 	19	 
	 	 	 	 	 
	Schedule A	Representations and Warranties, Review Materials and Tests	 	A-1	 




 



    
	 	ii	(2022-C Asset Representations Review Agreement)




     


    

 


ASSET
REPRESENTATIONS REVIEW AGREEMENT, dated as of November 9, 2022 (this “Agreement”), among HYUNDAI AUTO RECEIVABLES
TRUST 2022-C, a Delaware statutory trust, as issuer (the “Issuer”), HYUNDAI CAPITAL AMERICA, a California corporation
(“HCA”), as servicer (the “Servicer”), and CLAYTON FIXED INCOME SERVICES LLC , a Delaware limited
liability company, as asset representations reviewer (the “Asset Representations Reviewer”).


 


WHEREAS, the Issuer desires to engage the Asset
Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties made by HCA,
as seller, about the Receivables in the pool.


 


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


 


ARTICLE I

USAGE AND DEFINITIONS


 


Section 1.1.     Usage
and Definitions. (a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined
in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement,
dated as of the date hereof (the “Sale and Servicing Agreement”), by and among the Depositor, HCA, as seller and servicer,
Hyundai Auto Receivables Trust 2022-C, as issuer and Citibank, N.A., as indenture trustee (the “Indenture Trustee”).


 


(b)            With
respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender include
the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a
visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments and restatements,
and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited by this Agreement;
references to Persons include their permitted successors and assigns; references to laws include their amendments and supplements, the
rules and regulations thereunder and any successors thereto; the term “including” means “including without limitation;”
and the term “or” is not exclusive.


 


Section 1.2.     Additional
Definitions. The following terms have the meanings given below:


 


“Asset Representations Review”
means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Subject Receivable according
to Section 3.4.


 


“Confidential Information” has
the meaning stated in Section 4.9(b).


 


“Information Recipients” has
the meaning stated in Section 4.9(a).


 


“Issuer PII” has the meaning
stated in Section 4.10.


 






    
	 	2	(2022-C Asset Representations Review Agreement)




     


    

 


“Personally Identifiable Information”
or “PII” has the meaning stated in Section 4.10(a).


 


“Review Fee” has the meaning
stated in Section 4.3(b).


 


“Review Materials” means, for
an Asset Representations Review and a Subject Receivable, the documents and other materials for each Test listed under “Review Materials”
in Schedule A.


 


“Review Report” means, for an
Asset Representations Review, the report of the Asset Representations Reviewer prepared according to Section 3.5.


 


“Test” has the meaning stated
in Section 3.4(a).


 


“Test Complete” has the meaning
stated in Section 3.4(c).


 


“Test Fail” has the meaning
stated in Section 3.4(a).


 


“Test Incomplete” has the meaning
stated in Section 3.4(a).


 


“Test Pass” has the meaning
stated in Section 3.4(a).


 


ARTICLE II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER


 


Section 2.1.     Engagement;
Acceptance. The Issuer engages Clayton Fixed Income Services LLC to act as the Asset Representations Reviewer for the Issuer. Clayton
Fixed Income Services LLC accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms
in this Agreement.


 


Section 2.2.     Confirmation
of Scope. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables for
compliance with the representations and warranties under the Basic Documents, except as described in this Agreement or (b) determining
whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.


 


ARTICLE III

ASSET REPRESENTATIONS REVIEW PROCESS


 


Section 3.1.     Review
Notices. On receipt of a Review Notice in accordance with Section 7.05 of the Indenture, the Asset Representations Reviewer
will commence an Asset Representations Review. The Asset Representations Reviewer will have no obligation to start an Asset Representations
Review until a Review Notice is received.


 


Section 3.2.     Identification
of Subject Receivables. Within ten (10) Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset
Representations Reviewer a list of the Subject Receivables.








    
	 	3	(2022-C Asset Representations Review Agreement)




     


    

 


Section 3.3.     Review
Materials.


 


(a)            Access
to Review Materials. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Subject
Receivables within sixty (60) calendar days after receipt of the Review Notice in one or more of the following ways in the Servicer’s
reasonable discretion: (i) by electronic posting of Review Materials to a password-protected website to which the Asset Representations
Reviewer has access, (ii) by providing originals or photocopies of documents relating to the Subject Receivables at one of the properties
of the Servicer or (iii) in another manner agreed by the Servicer and the Asset Representations Reviewer. The Servicer may redact
or remove PII from the Review Materials so long as all information in the Review Materials necessary for the Asset Representations Reviewer
to complete the Asset Representations Review remains intact and unchanged.


 


(b)            Missing
or Insufficient Review Materials. The Asset Representations Reviewer will review the Review Materials to determine if any Review Materials
are missing or insufficient for the Asset Representations Reviewer to perform any Test. If the Asset Representations Reviewer reasonably
determines that any of the Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test, the
Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than twenty (20) calendar days before completing
the Review, and the Servicer will use reasonable efforts to provide the Asset Representations Reviewer access to such missing Review Materials
or other documents or information to correct the insufficiency within fifteen (15) calendar days. If the missing or insufficient Review
Materials have not been provided by the Servicer within sixty (60) calendar days, the parties agree that the Subject Receivable will have
a Test Incomplete for the related Test(s) and the Review Report will indicate the reason for the Test Incomplete.


 


Section 3.4.     Performance
of Reviews.


 


(a)            Test
Procedures. For an Asset Representations Review, the Asset Representations Reviewer will perform for each Subject Receivable the procedures
listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”), using
the Review Materials listed for each such Test in Schedule A. For each Test and Subject Receivable, the Asset Representations Reviewer
will determine in its reasonable judgment if the Test has been satisfied (a “Test Pass”), if the Test has not been
satisfied (a “Test Fail”) or if the Test could not be concluded as a result of missing or incomplete Review Materials
(a “Test Incomplete”). The Asset Representations Reviewer will use such determination for all Subject Receivables that
are subject to the same Test.


 


(b)            Review
Period. The Asset Representations Reviewer will complete the Asset Representations Review of all of the Subject Receivables within
sixty (60) calendar days after receiving access to the Review Materials under Section 3.3(a). However, if missing or additional
Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the review period will be extended
for an additional thirty (30) calendar days.


 


(c)            Completion
of Review for Certain Subject Receivables. Following the delivery of the list of the Subject Receivables and before the delivery of
the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Subject Receivable
is paid in full by the Obligor or purchased from the Issuer by the Seller or the Servicer according to the applicable Basic Document.
On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Receivables and the Review of such
Receivables will be considered complete (a “Test Complete”). In this case, the Review Report will indicate a Test Complete
for the Receivables and the related reason.


 






    
	 	4	(2022-C Asset Representations Review Agreement)




     


    

 


(d)            Previously
Reviewed Receivable. If a Subject Receivable was included in a prior Asset Representations Review, the Asset Representations Reviewer
will not conduct additional Tests on any such duplicate Subject Receivable unless such Subject Receivable was deemed a Test Incomplete
as a result of the failure of the Servicer to provide missing Review Material for such Subject Receivable and the Servicer elects to have
such Subject Receivable included in the current Asset Representations Review. The Asset Representations Reviewer will include the previously
reported Test results for any such duplicate Subject Receivable within the Review Report for the current Asset Representations Review.


 


(e)            Duplicative
Tests. If the same Test is required for more than one representation or warranty listed on Schedule A, the Asset Representations
Reviewer will only perform the Test once for each Subject Receivable but will report the results of the Test for each applicable representation
or warranty on the Review Report.


 


(f)            Termination
of Review. If an Asset Representations Review is in process and all of the Notes will be paid in full on the next Payment Date, the
Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten days before that Payment Date. On receipt
of notice, the Asset Representations Reviewer will terminate the Asset Representations Review immediately and will have no obligation
to deliver a Review Report.


 


Section 3.5.     Review
Reports. (a) Within ten (10) calendar days after the end of the Asset Representations Review period under Section 3.4(b),
the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each
Subject Receivable whether there was a Test Pass, a Test Incomplete or a Test Fail for each Test, or whether the Subject Receivable was
a Test Complete and the related reason. The Review Report will contain a summary of the findings and conclusions of the Asset Representations
Reviewer with respect to the Asset Representations Review to be included in the Issuer’s Form 10-D report for the Collection
Period in which the Review Report is received. The Asset Representations Reviewer will ensure that the Review Report does not contain
any Issuer PII. On the reasonable request of the Servicer, the Asset Representations Reviewer will provide additional details on the Test
results.


 


(b)            Questions
About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions
or requests for clarification of any Review Report from the Servicer until payment of the Notes in full. The Asset Representations Reviewer
will have no obligation to respond to questions or requests for clarification from Noteholders or any Person other than the Servicer and
will direct such Persons to submit written questions or requests to the Servicer.


 






    
	 	5	(2022-C Asset Representations Review Agreement)




     


    

 


Section 3.6.     Limitations
on Review Obligations. The Asset Representations Reviewer may rely on the information in any Review Notice, the list(s) of the
Subject Receivables provided by the Servicer, and the accuracy and completeness of the Review Materials. The Asset Representations Reviewer
will have no obligation:


 


(a)            to
determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset Representations
Review under the Indenture;


 


(b)            to
determine which Receivables are Subject Receivables;


 


(c)            to
confirm the validity of the Review Materials; or


 


(d)            to
take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against
any Person for breaches of representations or warranties about the Subject Receivables.


 


Section 3.7.     Dispute
Resolution. The Asset Representations Reviewer acknowledges and agrees that any Review Report may be used by the Issuer, the Seller
or the Servicer in any dispute resolution proceeding related to the Subject Receivables. No additional fees or reimbursement of expenses
shall be paid to the Asset Representations Reviewer regarding the Issuer’s, the Seller’s or the Servicer’s use of any
Review Report; provided that the Asset Representations Reviewer will be reimbursed for its out-of-pocket expenses incurred in its
participation in any dispute resolution proceeding.


 


ARTICLE IV

ASSET REPRESENTATIONS REVIEWER


 


Section 4.1.     Representations
and Warranties. The Asset Representations Reviewer represents and warrants as of the Closing Date:


 


(a)            Organization
and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a limited liability company in good
standing under the laws of the State of Delaware. The Asset Representations Reviewer is qualified as a foreign limited liability company
in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties
or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses
or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability
to perform its obligations under this Agreement.


 


(b)            Power,
Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations
under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement. This
Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations
Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’
rights or by general equitable principles.


 


(c)            No
Conflicts and No Violation. The execution, delivery and performance by the Asset Representations Reviewer of the transactions contemplated
by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (A) conflict
with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or other agreement or instrument
under which the Asset Representations Reviewer is a party, (B) result in the creation or imposition of any Lien on any of the properties
or assets of the Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or
other agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate
any law or any order, rule or regulation of a federal or state court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations
Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s
ability to perform its obligations under this Agreement.


 






    
	 	6	(2022-C Asset Representations Review Agreement)




     


    

 


(d)            No
Consent Required. No approval or authorization by, or filing with, any Governmental Authority is required in connection with the execution,
delivery and performance by the Asset Representations Reviewer of this Agreement other than (i) approvals and authorizations that
have previously been obtained and filings that have previously been made and (ii) approvals, authorizations or filings which, if
not obtained or made, would not have a material adverse effect on the ability of the Asset Representations Reviewer to perform its obligations
under this Agreement.


 


(e)            No
Proceedings. There are no proceedings or investigations pending or, to the knowledge of the Asset Representations Reviewer, threatened
in writing before a federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction
over the Asset Representations Reviewer or its properties (A) asserting the invalidity of this Agreement, (B) seeking to prevent
the completion of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that would reasonably
be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under,
or the validity or enforceability of, this Agreement.


 


(f)            Eligibility.
The Asset Representations Reviewer meets the eligibility requirements in Section 5.1 and will notify the Issuer and the Servicer
promptly if it no longer meets, or reasonably expects that it will no longer meet, the eligibility requirements in Section 5.1.


 


Section 4.2.     Covenants.
The Asset Representations Reviewer covenants and agrees that:


 


(a)            Eligibility.
It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.


 


(b)            Review
Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform each
Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that
these systems allow for each Subject Receivable and the related Review Materials to be individually tracked and stored as contemplated
by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Asset Representations
Reviews as required by this Agreement.


 






    
	 	7	(2022-C Asset Representations Review Agreement)




     


    

 


(c)            Maintenance
of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to an Asset Representations
Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement or repayment
of the Notes in full, whichever comes first.


 


Section 4.3.     Fees,
Expenses and Indemnities.


 


(a)            Annual
Fee. The Servicer will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer
under this Agreement, an annual fee of $5,000.00. The annual fee will be payable by the Servicer on the Closing Date and on each anniversary
thereof until this Agreement is terminated, provided, that in the year in which all public Notes are paid in full, the annual fee
shall be reduced pro rata by an amount equal to the days of the year in which the public Notes are no longer outstanding.


 


(b)            Review
Fee. Following the completion of an Asset Representations Review and the delivery to the Indenture Trustee, the Issuer and the Servicer
of the Review Report, or the termination of an Asset Representations Review in accordance with Section 3.4(f), and the delivery
to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of $200 for each Subject Receivable
for which the Asset Representations Review was started (the “Review Fee”), to be paid as agreed in Section 4.3(e).
However, no Review Fee will be charged for any Tests that were performed in a prior Asset Representations Review or for any Asset Representations
Review in which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of the Asset Representations
Review in accordance with Section 3.4(f). The Servicer will pay the Review Fee to the Asset Representations Reviewer in accordance
with the terms of the detailed invoice from the Asset Representations Reviewer. If an Asset Representations Review is terminated in accordance
with Section 3.4(f), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Asset
Representations Review no later than five Business Days before the final Payment Date in order to be reimbursed no later than the final
Payment Date.


 


(c)            Reimbursement
of Travel Expenses. If the Servicer provides access to the Review Materials at one of its properties, the Asset Representations Reviewer
will be reimbursed for its reasonable travel expenses incurred in connection with the Review in accordance with Section 4.3(e).


 


(d)            Dispute
Resolution Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding and its reasonable expenses
for participating in the proceeding are not paid by a party to the dispute resolution within ninety (90) days after the end of the proceeding,
the Servicer will reimburse the Asset Representations Reviewer for such expenses in accordance with Section 4.3(e).


 


(e)            Payment
of Fees, Expenses and Indemnities. The Asset Representations Reviewer shall submit reasonably detailed invoices to the Servicer for
any amounts owed to it under this Agreement. To the extent not paid by the Servicer within sixty (60) calendar days following the receipt
of a detailed invoice on the due date therefor hereunder, the fees provided for in this Section 4.3 and the indemnities provided
for in Section 4.6(a) shall be paid by the Issuer pursuant to the priority of payments set forth in Section 5.05(b) of
the Sale and Servicing Agreement; provided, that prior to any such payment pursuant to the Sale and Servicing Agreement, the Asset
Representations Reviewer shall notify the Servicer in writing that such payments have been outstanding for at least sixty (60) calendar
days. For the avoidance of doubt, to the extent that such owed amounts are not paid in full by the Servicer or any other party, upon receipt
of a detailed invoice, the Asset Representations Reviewer shall be entitled to payment by the Servicer of incurred but otherwise unpaid
amounts.


 






    
	 	8	(2022-C Asset Representations Review Agreement)




     


    

 


Section 4.4.     Limitation
on Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith
under this Agreement, including without limitation such actions that are based upon the exercise of judgment or discretion. Subject to
the foregoing, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith, breach of this Agreement or negligence
in performing its obligations under this Agreement. In no event will the Asset Representations Reviewer be liable for special, indirect
or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood
of the loss or damage and regardless of the form of action.


 


Section 4.5.     Indemnification
by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the Depositor,
the Seller, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for
all costs, expenses, losses, damages and liabilities (including any reasonable legal fees and expenses incurred by an Indemnified Party
in connection with the enforcement of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the
willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement,
(b) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state or local laws
and regulations in the performance of its duties hereunder or (c) the Asset Representations Reviewer’s breach of any of its
representations, warranties, covenants or other obligations in this Agreement. The Asset Representations Reviewer’s obligations
under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the permitted resignation
or removal of the Asset Representations Reviewer.


 


Section 4.6.     Indemnification
of Asset Representations Reviewer.


 


(a)            Indemnification.
The Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified
Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this
Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding any cost, expense,
loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence,
(ii) the Asset Representations Reviewer’s failure to comply with the requirements of applicable federal, state and local laws
and regulations in the performance of its duties hereunder or (iii) the Asset Representations Reviewer’s breach of any of its
representations, warranties, covenants or other obligations in this Agreement.


 






    
	 	9	(2022-C Asset Representations Review Agreement)




     


    

 


(b)            Proceedings.
Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made
under Section 4.6(a), notify the Servicer of the Proceeding. The Servicer may participate in and assume the defense and settlement
of a Proceeding at its expense. If the Servicer notifies the Indemnified Person of its intention to assume the defense of the Proceeding
with counsel reasonably satisfactory to the Indemnified Person, the Servicer will not be liable for legal expenses of counsel to the Indemnified
Person unless there is a conflict between the interests of the Servicer, and an Indemnified Person. If there is a conflict, the Servicer
will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person. No settlement of a Proceeding may be made
without the approval of the Servicer and the Indemnified Person, which approval will not be unreasonably withheld.


 


(c)            Survival
of Obligations. The Servicer’s obligations under this Section 4.6 will survive the permitted resignation or removal
of the Asset Representations Reviewer and the termination of this Agreement.


 


(d)            Repayment.
If the Servicer makes any payment under this Section 4.6 and the Indemnified Person later collects any of the amounts for
which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Servicer.


 


Section 4.7.     Inspections
of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than once
during any year, it will permit authorized representatives of the Issuer or the Servicer, during the Asset Representations Reviewer’s
normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations
Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments
of fees and expenses of the Asset Representations Reviewer for its performance and (c) any claim made by the Asset Representations
Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the Issuer’s or the Servicer’s
representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s
officers and employees. Each of the Issuer and the Servicer will, and will cause its authorized representatives to, hold in confidence
the information except if disclosure may be required by law or if the Issuer or the Servicer reasonably determines that it is required
to make the disclosure under this Agreement or the other Basic Documents. The Asset Representations Reviewer will maintain all relevant
books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations
under this Agreement.


 


Section 4.8.     Delegation
of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person
without the consent of the parties to this Agreement.


 


Section 4.9.     Confidential
Information.


 


(a)            Treatment.
The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and
under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality
of the Confidential Information. The Confidential Information will not, without the prior consent of the Servicer, be disclosed or used
by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel
(collectively, the “Information Recipients”) other than for the purposes of performing Asset Representations Reviews
of Subject Receivables or performing its obligations under this Agreement. The Asset Representations Reviewer agrees that it will not,
and will cause its Affiliates to not (i) purchase or sell securities issued by the Sponsor or its affiliates or special purpose entities
on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters
or other publications or similar communications.


 






    
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(b)            Definition.
 “Confidential Information” means oral, written and electronic materials (irrespective of its source or form of communication)
furnished before, on or after the date of this Agreement to the Asset Representations Reviewer, including:


 


(i)            lists
of Subject Receivables and any related Review Materials;


 


(ii)            origination
and servicing guidelines, policies and procedures and form contracts; and


 


(iii)            notes,
analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf
of the Servicer or its representatives.


 


However, Confidential Information will not include information that
(A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B) was
available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other than the Issuer
or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient is not bound by
a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information
Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential Information, as shown
by the Information Recipients’ files and records or other evidence in the Information Recipients’ possession or (D) the
Issuer or the Servicer provides permission to the applicable Information Recipients to release.


 


(c)            Protection.
The Asset Representations Reviewer will use best efforts to protect the secrecy of and avoid disclosure and unauthorized use of Confidential
Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard
of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements
in Section 4.10.


 


(d)            Disclosure.
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental,
regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However,
before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable
efforts to provide the Issuer and the Servicer with notice of the requirement and will cooperate, at the Servicer’s expense, in
the Issuer’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential
Information. If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information
is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is
advised by its legal counsel it is legally required to disclose.


 






    
	 	11	(2022-C Asset Representations Review Agreement)




     


    

 


(e)            Responsibility
for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by
its Information Recipients.


 


(f)            Violation.
The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer
and the Issuer, the Issuer and the Servicer may seek injunctive relief in addition to legal remedies. If an action is initiated by the
Issuer or the Servicer to enforce this Section 4.9, the prevailing party will be entitled to reimbursement of costs and expenses,
including reasonable attorney’s fees, incurred by it for the enforcement.


 


Section 4.10.     Personally
Identifiable Information.


 


(a)            Definitions.
 “Personally Identifiable Information” or “PII” means information in any format about an identifiable
individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), vehicle identification
number or “VIN”, any other actual or assigned attribute associated with or identifiable to an individual and any information
that when used separately or in combination with other information could identify an individual. “Issuer PII” means
PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected
or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.


 


(b)            Use
of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII. The Asset Representations Reviewer
will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will
only reproduce Issuer PII to the extent necessary for these purposes. The Asset Representations Reviewer must comply with all laws applicable
to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including
those relating to privacy, security and data protection. The Asset Representations Reviewer will protect and secure Issuer PII. The Asset
Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable laws and regulations
and this Agreement. The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and
systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of
Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against
unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement. These safeguards
include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (e.g.,
intrusion protection, data storage protection and data transmission protection) and physical security measures.


 






    
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(c)            Additional
Limitations. In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations
Reviewer’s disclosure of Issuer PII is also subject to the following requirements:


 


(i)            The
Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for
the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Representations Review, (B) with the prior
consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII will be limited
to the specific information necessary for the individual to complete the assigned task. The Asset Representations Reviewer will inform
personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer
PII on the proper use and protection of Issuer PII.


 


(ii)            The
Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior consent
of the Issuer.


 


(d)            Notice
of Breach. The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security
breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where
applicable, immediately take action to prevent any further breach.


 


(e)            Return
or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion
of the Asset Representations Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s
possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed
by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases,
without charge to the Issuer. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit
the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.


 


(f)            Compliance;
Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations
Reviewer’s compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree to modify this
Section 4.10 as necessary from time to time for either party to comply with applicable law.


 


(g)            Audit
of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and its authorized representatives to
audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s
normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless
circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.10(g) with
the inspections described in Section 4.7. The Asset Representations Reviewer will also permit the Issuer and its authorized
representatives during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations
Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.


 







    
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(h)            Affiliates
and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when
performing an Asset Representations Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer,
such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended
to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms of this Section 4.10
against the Asset Representations Reviewer as if each were a signatory to this Agreement.


 


ARTICLE V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER


 


Section 5.1.     Eligibility
Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated
with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not,
and is not Affiliated with a Person that was, engaged by the Sponsor or any underwriter to perform any due diligence on the Receivables
prior to the Closing Date.


 


Section 5.2.     Resignation
and Removal of Asset Representations Reviewer.


 


(a)            No
Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset Representations Reviewer
unless the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1. The Asset Representations
Reviewer will notify the Issuer and the Servicer of its resignation as soon as practicable after it determines it is required to resign
and stating the resignation date and including an Opinion of Counsel supporting its determination.


 


(b)            Removal
of Asset Representations Reviewer. If any of the following events occur, the Issuer, by notice to the Asset Representations Reviewer,
may, and in the case of clause (i) below, shall, remove the Asset Representations Reviewer and terminate its rights and obligations
under this Agreement:


 


(i)         the
Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;


 


(ii)        the
Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or


 


(iii)       an
Insolvency Event of the Asset Representations Reviewer occurs.


 


(c)            Notice
of Resignation or Removal. The Issuer will notify the Servicer and the Indenture Trustee of any resignation or removal of the Asset
Representations Reviewer.


 


(d)            Continue
to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective, and the
Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations
Reviewer has accepted its engagement according to Section 5.3(b).


 






    
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Section 5.3.     Successor
Asset Representations Reviewer.


 


(a)            Engagement
of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the Issuer
will appoint a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.


 


(b)            Effectiveness
of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset
Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing
to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement with the Issuer
on substantially the same terms as this Agreement.


 


(c)            Transition
and Expenses. If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with
the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations
Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. The Asset Representations
Reviewer will pay the reasonable expenses (including the fees and expenses of counsel) of transitioning the Asset Representations Reviewer’s
obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of
an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.


 


Section 5.4.     Merger,
Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting
from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the
Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor to
the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer an agreement
to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).


 


ARTICLE VI

OTHER AGREEMENTS


 


Section 6.1.     Independence
of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject to
the supervision of the Issuer, the Indenture Trustee or the Owner Trustee for the manner in which it accomplishes the performance of
its obligations under this Agreement. Nothing in this Agreement will make the Asset Representations Reviewer and the Issuer members of
any partnership, joint venture or other separate entity or impose any liability as such on any of them.


 


Section 6.2.     No
Petition. Each of the parties, by entering into this Agreement, agrees that, before the date that is one year and one day (or, if
longer, any applicable preference period) after payment in full of (a) all securities issued by the Depositor or by a trust for
which the Depositor was a depositor (including, without limitation, the Issuer) or (b) the Notes, it will not start or pursue against,
or join any other Person in starting or pursuing against (i) the Depositor or (ii) the Issuer, respectively, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2
will survive the termination of this Agreement.


 






    
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Section 6.3.     Limitation
of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, (a) this instrument is executed and
delivered by U.S. Bank Trust National Association, not individually or personally but solely as Owner Trustee of Hyundai Auto Receivables
Trust 2022-C, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings
and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements
by U.S. Bank Trust National Association but is made and intended for the purpose for binding only the Issuer, (c) nothing herein
contained shall be construed as creating any liability on U.S. Bank Trust National Association individually or personally, to perform
any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and
by any Person claiming by, through or under the parties hereto, (d) U.S. Bank Trust National Association has made no investigation
as to the accuracy or completeness of any representations or warranties made by the Issuer in this instrument and (e) under no circumstances
shall U.S. Bank Trust National Association be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable
for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this instrument
or any other related documents. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner
of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee
will be subject to, and entitled to the benefits of, the Trust Agreement.


 


Section 6.4.     Termination
of Agreement. This Agreement will terminate, except for the obligations under Section 4.5 or as otherwise stated in this
Agreement, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture
and (b) the date the Issuer is terminated under the Trust Agreement.


 


ARTICLE VII

MISCELLANEOUS PROVISIONS


 


Section 7.1.     Amendments.


 


(a)            This
Agreement may be amended by the parties hereto, but without the consent of the Depositor, the Indenture Trustee, the Owner Trustee, any
of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement, or for
the purpose of correcting any inconsistency with the Prospectus or for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions in this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders,
subject to one of the following conditions:


 


(i)            the
Servicer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment will
not materially and adversely affect the interests of the Noteholders (and, if the Certificates are then held by anyone other than the
Depositor or a U.S. Affiliate of the Depositor, the Certificateholders); or


 






    
	 	16	(2022-C Asset Representations Review Agreement)




     


    

 


(ii)            the
Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with
respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such action.


 


(b)            With
respect to any amendment for which clauses (a)(i) or (a)(ii) above cannot be satisfied, this Agreement can be amended with the
consent of the Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class of Notes. It shall
not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such approval shall be with respect to the substance thereof.


 


(c)            Promptly
after the execution of any amendment, the Administrator shall furnish written notification of the substance of such amendment to each
Noteholder and each Rating Agency.


 


Section 7.2.     Assignment;
Benefit of Agreement; Third Party Beneficiaries.


 


(a)            Assignment.
Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent
of the Servicer.


 


(b)            Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their permitted
successors and assigns. The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders, will each be a third-party beneficiary
of this Agreement and entitled to enforce this Agreement against the Asset Representations Reviewer. No other Person will have any right
or obligation under this Agreement.


 


Section 7.3.     Notices.


 


(a)            Delivery
of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and
will be considered given:


 


(i)            For
overnight mail, on delivery or, for a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;


 


(ii)            for
an email, when receipt is confirmed by telephone or reply email from the recipient; and


 


(iii)            for
an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation
of receipt) of an email to that recipient stating that the electronic posting has occurred.


 






    
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(b)            Notice
Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed to: (i) (a) in
the case of the Servicer, to Hyundai Capital America, 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention:
Treasurer, (b)  in the case of the Issuer, to Hyundai Auto Receivables Trust 2022-C, c/o Hyundai Capital America, 3161 Michelson
Drive, Suite 1900, Irvine, California 92612, Attention: Treasurer, (c) in the case of the Indenture Trustee, to Citibank,
N.A., 388 Greenwich Street, New York, New York, 10013, Attention: Agency & Trust – HART 2022-C, and (d) in the case
of the Asset Representations Reviewer, to Clayton Fixed Income Services LLC, 2638 South Falkenburg Road, Riverview, FL 33578, Email: ARRNotices@clayton.com;
with a copy to Clayton Fixed Income Services LLC, c/o Covius Services, LLC, 720 S. Colorado Blvd., Suite 200, Glendale, CO 80246
or, (ii) as to each party, at such other address or email as shall be designated by such party in a written notice to each other
party.


 


Section 7.4.     Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


EACH OF THE PARTIES HERETO HEREBY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING
IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH OF THE PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION OVER SUCH PARTY, AND AGREES
NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT IN ANY OF THE AFORESAID COURTS, THAT ANY
SUCH COURT LACKS JURISDICTION OVER SUCH PARTY. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY
CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.


 


Section 7.5.     No
Waiver; Remedies. No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a
waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or
remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any
powers, rights and remedies under law.


 






    
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Section 7.6.     Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and
will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 7.7.     Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 7.8.     Counterparts;
Electronic Signatures and Transmission.


 


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


 


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


 


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


 


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


 


[Remainder of Page Left Blank]


 






    
	 	19	(2022-C Asset Representations Review Agreement)




     


    

 


EXECUTED BY:


 


	 	HYUNDAI AUTO RECEIVABLES TRUST

    2022-C,
      as Issuer
	 	 
	 	By:	U.S. Bank Trust National Association, not in 

its
    individual capacity, but solely as 

Owner Trustee
	 	 
	 	By: 	/s/ Mark Esposito 
	 	Name:  Mark Esposito
	 	Title:    Vice President
	 	 
	 	HYUNDAI CAPITAL AMERICA,
      as
    Servicer
	 	 
	 	By:	/s/ Kwan Mook Lim 
	 	Name:   Kwan Mook Lim
	 	Title:     Chief Financial Officer
	 	 
	 	CLAYTON FIXED INCOME SERVICES LLC, 
	 	     as Asset
    Representations Reviewer
	 	 
	 	By: 	/s/ Anthony Neske 
	 	Name:   Anthony Neske
	 	Title:    Senior Vice President




 






    
	 	S-1	(2022-C Asset Representations Review Agreement)




     


    

 


Schedule A


 


Representations and Warranties, Review Materials
and Tests


 


Review Materials


 


		·	Retail Installment Contract



 


		·	Any assignment if not included in Contract



 


		·	Documents which evidence the security interest in the Financed Vehicle (Certificate of Title, E-Title, Application for Title, etc)
(the “Title Documents’)



 


		·	List of Approved Contracts form numbers and revision dates



 


		·	Servicing System screen prints or data fields within the Data Tape (As of the Cutoff Date) showing (the “Cutoff Date Data File”)



 


		o	Receivable Active/Satisfied



 


		o	Scheduled Monthly Payment amount



 


		o	Annual Percentage Rate



 


		o	Original Balance



 


		o	Unpaid Balance



 


		o	Maturity Date



 


		o	Days Delinquent



 


		o	Bankruptcy Flag



 


		o	Litigation/Attorney Involvement Flag



 


		o	Vehicle Repossessed Flag



 


		o	Days Delinquent



 






    
	 	A-1	(2022-C Asset Representations Review Agreement)




     


    

 


		·	Applicable Dealer Agreement



 


		·	List of Seller Affiliates



 


		·	Schedule of Receivables to Receivables Purchase Agreement and Sale and Servicing Agreement



 


		·	Receivable File



 


	 	Representation 	Method of Testing
	(i)(a)	
    (i)       Characteristics
    of Receivables. Each Receivable:

     

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

     
	
    1.     Confirm
    that Dealer’s location, indicated in the Receivable File, is in United States.

    2.     Confirm
    that the Receivable is payable in US Dollars.

    3.     Confirm
    that the Receivable has been signed by the Obligor and the Dealer.

    4.     Confirm
    that there is a Dealer Agreement between the applicable Dealer and the Seller.

    5.     Confirm
    the assignment section of the Receivable is signed by the Dealer and the Seller is listed as the assignee.




 






    
	 	A-2	(2022-C Asset Representations Review Agreement)




     


    

 


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

     
	
    1.     Confirm
    that the Receivable contains security interest language in favor of the Seller in the Financed Vehicle.

    2.     Confirm
    that a Certificate of Title or other suitable documentation lists Seller as lienholder or that an application for a Certificate of Title
    or other suitable documentation has been filed in the applicable state listing the Seller as lienholder.

    3.     Confirm
    that the Receivable is listed on Schedules of Receivables to the Receivables Purchase Agreement and the Sale and Servicing Agreement.

	(i)(c)	(c)      contains provisions that permit the repossession and sale of the Financed Vehicle upon a default under the Receivable by the Obligor,	1. Review the Receivable to confirm that its terms permit repossession and sale of the Financed Vehicle upon default by Obligor.
	(i)(d)	(d)      provided, at origination, for fixed level monthly payments (provided that the first and last payments may be different from but in no event more than three times the level payments) that fully amortize the Amount Financed over the original term,	
    1. Review the Receivable in order to confirm all payments at origination
    were scheduled as fixed monthly payments, with the possible exception of the first and last payments, which may be three times the level
    payment.

    2. Using the Truth in Lending section of the Receivable, confirm that
    payment schedule fully amortizes the Amount Financed over the original term at the applicable APR.

	(i)(e)	
    (e)      amortizes
    using the simple interest method,

     
	1. Confirm the Receivable employs a simple interest method of amortization.
	(i)(f)	(f)       has an Obligor which is not an affiliate of the Seller, 	1. Confirm that the Obligor’s name does not appear on a list provided by the Seller of the Seller’s affiliates.



 






    
	 	A-3	(2022-C Asset Representations Review Agreement)




     


    

 


		Representation 	Method of Testing
	(i)(g)	(g)     has an Obligor which is not listed on Seller’s electronic records related to receivables as a government or governmental subdivision or agency, and	1. Confirm the Cutoff Date Data File does not indicate the Obligor was a government entity.
	(i)(h)	(h)     has an Obligor which is not shown on the Servicer’s electronic records related to receivables as a debtor in pending bankruptcy proceeding,	1. Confirm the Cutoff Date Data File does not indicate the Obligor was in bankruptcy.
	(ii)	(ii)     Compliance with Law.  Each Receivable complied at the time it was originated or made in all material respects with all requirements of law in effect at that time and applicable to such Receivable.	1. Confirm that the contract form number and revision date are on a list of approved contract forms provided by the Seller.
	(iii)	(iii)     Binding Obligation.  Each Receivable represents the legal and binding payment obligation of the Obligor, enforceable in all material respects by the holder of the Receivable, except as may be limited by bankruptcy, insolvency, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles, consumer protection laws and the Servicemembers Civil Relief Act.	
    1. Confirm that the contract form number and revision date are on a
    list of approved contract forms provided by the Seller.

    2. Confirm that the buyer and co-buyer, if applicable, have signed
    the Contract.

	(iv)	(iv)     Chattel Paper.  Each Receivable constitutes either “tangible chattel paper” or “electronic chattel paper” within the meaning of the UCC as in effect in the state of origination. If such Receivable constitutes electronic chattel paper, the Seller has “control” of such electronic chattel paper within the meaning of Section 9-105 of the applicable UCC.	
    1. Confirm that the contract form number and revision date are on a
    list of approved contract forms provided by the Seller.

    2. Confirm that there is a signature under the appropriate buyer, co-buyer,
    if applicable, and Seller signature lines within the contract.

    3. Confirm the Receivable contains security interest language in favor
    of the Seller in the Financed Vehicle?




 






    
	 	A-4	(2022-C Asset Representations Review Agreement)




     


    

 


		Representation 	Method of Testing
	(v)	(v)     One Original.  There is only one executed original, electronically authenticated original or authoritative copy of the “contract” (within the meaning of the UCC) related to each Receivable.	1. Confirm the Contract was signed by the buyer and co-buyer, if applicable.
	(vi)	(vi)     Receivables in Force.  As of the Cutoff Date, the Servicer’s electronic records related to receivables do not indicate that any Receivable was satisfied, subordinated or rescinded, or that any Financed Vehicle was released from the Lien of the related Receivable.  As of the Cutoff Date, none of the material terms of any Receivable has been expressly waived, altered or modified in any material respect since its origination, except by instruments or documents identified in the Seller’s receivable system.	
    1. Review the Cutoff Data File and confirm there is no evidence
    that the Receivable was satisfied, subordinated or rescinded or that the Financed Vehicle was released from the lien prior to the Cutoff
    Date.

    2. Review Receivable File and the records in Seller’s receivable
    system for evidence of express waivers prior to the Cutoff Date that were neither identified in the Receivable File nor identified in
    the receivable system as of that date.

     

	(vii)	(vii)     Lawful Assignment.  The terms of the Receivable do not prohibit the sale, transfer and assignment of such Receivable under this Agreement, the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture.	
    1. Confirm that the contract form number and revision date are on a
    list of approved contract forms provided by the Seller.

     

     

	(viii)	(viii)     Title.  Immediately prior to the transfers and assignments herein contemplated, the Seller has good and marketable title to each Receivable free and clear of all Liens (except Permitted Liens and any Lien that will be released prior to the assignment of such Receivable hereunder), and, immediately upon the transfer thereof, the Depositor shall have good and marketable title to each Receivable, free and clear of all Liens except Permitted Liens.	
    1. Review the Title Documents and confirm that the Seller is listed
    as a first priority lien holder for the Financed Vehicle and that no other lienholder is listed.

    2. Confirm that the Title Documents indicate that the Receivable has
    not been sold, assigned or transferred to any other entity




 






    
	 	A-5	(2022-C Asset Representations Review Agreement)




     


    

 


		Representation 	Method of Testing
	(ix)	(ix)     No Defenses.  The Servicer’s electronic records related to receivables do not reflect any right of rescission, setoff, counterclaim or defense asserted or threatened by any Obligor for any Receivable indicated in the Seller’s receivable system.	1. Confirm the Cutoff Date Data File does not contain any indication of any right of rescission, counterclaim or defense asserted or threatened by any Obligor as of the Cutoff Date.
	(x)	(x)     No Default.  As of the Cutoff Date, the Servicer’s receivable system did not disclose that there was any payment default under the terms of any Receivable (other than payment delinquencies of not more than 30 days).	1. Review the records in Seller’s receivable system to confirm that Receivable was not more than 30 days past due as of Cutoff Date.
	(xi)	(xi)     Insurance.  Under the terms of each Receivable, the Obligor is required to maintain physical damage insurance covering the related Financed Vehicle.	1. Confirm the Receivable contains language that requires the Obligor to obtain and maintain insurance against physical damage to the Financed Vehicle.
	(xii)(a)	
    (xii)    Individual
    Characteristics. Each Receivable has the following individual characteristics as of the Cutoff Date:

     

    (a)     each
    Receivable had an original number of scheduled payments of not less than 24 or more than 75,
	1. Review the Receivable, as amended by documents in the Receivable File and notations in the records in Seller’s receivable system, had an original number of scheduled payments within the allowable limits as of the Cutoff Date.
	(xii)(b)	(b)     no Receivable was more than 30 days past due as of the Cutoff Date,	1. Review the records in Seller’s receivable system to confirm the Receivable was not more than the maximum allowable days past due as of the Cutoff Date.
	(xii)(c)	(c)     no Receivable has a final scheduled payment date after November 13, 2028,	1. Confirm that the final scheduled payment date specified in the Receivable, as amended by documents in the Receivable File and notations in the records in Seller’s receivable system, was not later than latest allowable final scheduled payment date as of the Cutoff Date.



 






    
	 	A-6	(2022-C Asset Representations Review Agreement)




     


    

 


		Representation 	Method of Testing
	(xii)(d)	(d)     no Receivable has an APR of less than 0.00%,	1. Review the records in Seller’s receivable system to confirm the Receivable did not have an APR less than the minimum allowable percentage rate as of the Cutoff Date.
	(xii)(e)	(e)     each Receivable has a remaining number of scheduled payments of at least 5 and not more than 74,	1. Review the records in Seller’s receivable system to confirm the Receivable had a remaining number of scheduled payments within the allowable limits as of the Cutoff Date.
	(xii)(f)	(f)     each Receivable has a remaining balance of at least $5,000.00 and not greater than $80,000.00, and	1. Review the records in Seller’s receivable system to confirm the Receivable had a remaining balance within the allowable limits as of the Cutoff date.
	(xii)(g)	(g)     each Receivable is secured by a new or used automobile, light-duty truck or minivan.	1. Confirm that the Receivable’s terms indicate the Receivable is secured by a new or used automobile, light-duty truck or minivan.


 






    
	 	A-7	(2022-C Asset Representations Review Agreement)