exv10w2



 







Exhibit 10.2




RECEIVABLES PURCHASE AGREEMENT




between




HYUNDAI MOTOR FINANCE COMPANY,




as Seller,




and




HYUNDAI ABS FUNDING CORPORATION,




as Depositor




Dated as of [          ], 200[  ]









 









 











TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	ARTICLE I. CERTAIN DEFINITIONS
	 	 	1	 
	 
	ARTICLE II. CONVEYANCE OF RECEIVABLES
	 	 	3	 
	 
	Section 2.01 Conveyance of Receivables
	 	 	3	 
	 
	Section 2.02 The Closing
	 	 	4	 
	 
	ARTICLE III. REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	 
	Section 3.01 Representations and Warranties of Depositor
	 	 	4	 
	 
	Section 3.02 Representations and Warranties of Seller
	 	 	4	 
	 
	ARTICLE IV. CONDITIONS
	 	 	12	 
	 
	Section 4.01 Conditions to Obligation of the Depositor
	 	 	12	 
	 
	Section 4.02 Conditions to Obligation of the Seller
	 	 	13	 
	 
	ARTICLE V. COVENANTS OF THE SELLER
	 	 	13	 
	 
	Section 5.01 Protection of Right, Title and Interest
	 	 	13	 
	 
	Section 5.02 Other Liens or Interests
	 	 	14	 
	 
	Section 5.03 Costs and Expenses
	 	 	14	 
	 
	Section 5.04 Hold Harmless
	 	 	14	 
	 
	ARTICLE VI. INDEMNIFICATION
	 	 	14	 
	 
	Section 6.01 Indemnification
	 	 	14	 
	 
	ARTICLE VII. MISCELLANEOUS PROVISIONS
	 	 	15	 
	 
	Section 7.01 Obligations of Seller
	 	 	15	 
	 
	Section 7.02 Repurchase Events
	 	 	15	 
	 
	Section 7.03 Depositor Assignment of Repurchased Receivables
	 	 	15	 
	 
	Section 7.04 Transfer to the Issuer
	 	 	15	 
	 
	Section 7.05 Amendment
	 	 	16	 
	 
	Section 7.06 Waivers
	 	 	16	 
	 
	Section 7.07 Notices
	 	 	16	 
	 
	Section 7.08 Costs and Expenses
	 	 	16	 
	 
	Section 7.09 Representations of the Seller and the Depositor
	 	 	17	 
	 
	Section 7.10 Confidential Information
	 	 	17	 
	 
	Section 7.11 Headings and Cross-References
	 	 	17	 
	 
	Section 7.12 GOVERNING LAW
	 	 	17	 






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	 	 	Page	 
	 
	Section 7.13 Counterparts
	 	 	17	 
	 
	Section 7.14 Third Party Beneficiary
	 	 	17	 
	 
	Section 7.15 No Proceedings
	 	 	17	 
	 
	Section 7.16 Nonpetition Covenant
	 	 	17	 
	 
	SCHEDULE I Schedule of Receivables
	 	 	I-1	 
	SCHEDULE II Receivable File Schedule
	 	II-1
	SCHEDULE III Reconveyance Agreements
	 	III-1
	SCHEDULE IV Conduit Documents
	 	IV-1






-ii-









 





     RECEIVABLES PURCHASE AGREEMENT dated as of [     ], 200[ ] between HYUNDAI MOTOR FINANCE
COMPANY, a California corporation, as seller (the “Seller”), and HYUNDAI ABS FUNDING
CORPORATION, a Delaware corporation, as depositor (the “Depositor”).



RECITALS




     WHEREAS, in the regular course of its business, the Seller has purchased certain motor vehicle
retail installment sale contracts secured by new and used automobiles and light-duty trucks from
motor vehicle dealers;



     WHEREAS, the Seller and the Depositor wish to set forth the terms pursuant to which such
contracts are to be sold by the Seller to the Depositor; and



     WHEREAS, the Depositor intends, concurrently with its purchases from time to time hereunder,
to convey all of its right, title and interest in and to $[           ] of such
contracts to Hyundai Auto Receivables Trust 200[ ]-[ ] (the “Issuer”) pursuant to a Sale
and Servicing Agreement dated as of [       ], 200[ ] (the “Sale and Servicing
Agreement”), by and among the Issuer, the Depositor, the Seller, Hyundai Motor Finance Company,
as Servicer and [           ], as Indenture Trustee, and the Issuer intends to
pledge all of its right, title and interest in such contracts to the Indenture Trustee pursuant to
the Indenture.



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



ARTICLE I.




Certain Definitions




     Terms not defined in this Agreement shall have the meanings assigned thereto in the Sale and
Servicing Agreement or the Indenture. As used in this Agreement, the following terms shall, unless
the context otherwise requires, have the following meanings (such meanings to be equally applicable
to the singular and plural forms of the terms defined):



     “Agreement” shall mean this Receivables Purchase Agreement, as the same may be amended
and supplemented from time to time.



     “Closing Date” shall mean [       ], 200[ ].



     “Conduit Documents” shall mean the documents listed on Schedule IV hereto.



     “Depositor” shall mean Hyundai ABS Funding Corporation, a Delaware corporation, its
successors and assigns.



     “Indemnified Losses” shall have the meaning specified in Section 6.01.



     “Indemnified Party” shall have the meaning specified in Section 6.01.



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     “Indenture” means the Indenture, dated as of [      ], 200[ ], between the Issuer
and the Indenture Trustee, as amended, supplemented, amended and restated or otherwise modified
from time to time.



     “Lien Certificate” means with respect to a Financed Vehicle, an original certificate
of title, certificate of lien or other notification issued by the Registrar of Titles of the
applicable state to a secured party which indicates that the lien of the secured party on the
Financed Vehicle is recorded on the original certificate of title. In any jurisdiction in which
the original certificate of title is required to be given to the Obligor, the term “Lien
Certificate” shall mean only a certificate or notification issued to a secured party.



     “Purchase Price” means, with respect to any Receivable, an amount equal to the
Principal Balance of such Receivable as of the Cutoff Date.



     “Receivable” shall mean any Contract listed on Schedule I hereto (which Schedule may
be in the form of microfiche).



     “Reconveyance Documents” shall mean the documents listed on Schedule III hereto.



     “Registrar of Titles” means with respect to any state, the governmental agency or body
responsible for the registration of, and the issuance of certificates of title relating to, motor
vehicles and liens thereon.



     “Repurchase Event” shall have the meaning specified in Section 7.02.



     “Sale and Servicing Agreement” shall have the meaning set forth in the recitals.



     “Schedule of Receivables” shall mean the list of Receivables annexed hereto as
Schedule I.



     “Seller” shall mean Hyundai Motor Finance Company, a California corporation, its
successors and assigns.



     “Transfer Date” shall mean the Cutoff Date.



     “Transfer Tax” shall have the meaning specified in Section 3.02(b)(xlvi).



     “Underwriting Agreement” means the Underwriting Agreement dated [      ], 200[ ],
relating to Hyundai Auto Receivables Trust 200[ ]-[ ] among the Depositor, HMFC and [           ], on behalf of itself and as Representative of the Several Underwriters, as amended,
supplemented, amended and restated or otherwise modified from time to time.



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ARTICLE II.




Conveyance of Receivables




     Section 2.01 Conveyance of Receivables.



     (a) In consideration of the Depositor’s delivery to the Seller on the Closing Date of $[          ] and a capital contribution by the Seller to the Depositor of $[          ] aggregate principal amount of the Receivables, the Seller does hereby sell, transfer,
assign, set over and otherwise convey to the Depositor without recourse (subject to the obligations
of the Seller herein) all right, title, and interest of the Seller in and to:




     (i) the Receivables and all moneys received thereon on or after the Cutoff Date;




     (ii) the security interests in the Financed Vehicles and any accessions thereto granted
by Obligors pursuant to the Receivables and any other interest of the Seller in such
Financed Vehicles;




     (iii) any Liquidation Proceeds and any other proceeds with respect to the Receivables
from claims on any physical damage, credit life or disability insurance policies covering
Financed Vehicles or Obligors, including any vendor’s single interest or other collateral
protection insurance policy;




     (iv) any property that shall have secured any Receivable and that shall have been
acquired by or on behalf of the Seller;




     (v) all documents and other items contained in the Receivable Files;




     (vi) all proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer
Agreement; and




     (vii) the proceeds of any and all of the foregoing.


HMFC and the Depositor agree that the purchase price for the Receivables sold by HMFC to the
Depositor represents reasonably equivalent value for the Receivables. The Depositor shall make
payment in respect of the Purchase Price upon demand by the Seller.




     (b) [Reserved].



     (c) [Reserved].



     (d) The Seller and the Depositor intend that the transfer of assets by the Seller to the
Depositor pursuant to this Agreement be a sale of the ownership interest in such assets to the
Depositor, rather than the mere granting of a security interest to secure a borrowing. In the
event, however, that such transfer is deemed not to be a sale but to be of a mere security interest
to secure a borrowing or such transfer is otherwise not effective to sell the Receivables and other
property described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby granted to
the Depositor a perfected first priority security interest in all such assets, and this Agreement



3









 







shall constitute a security agreement under applicable law. Pursuant to the Sale and
Servicing Agreement and Section 7.04 hereof, the Depositor may sell, transfer and assign to the
Issuer (i) all or any portion of the assets assigned to the Depositor hereunder, (ii) all or any
portion of the Depositor’s rights against the Seller under this Agreement and (iii) all proceeds
thereof. Such assignment may be made by the Depositor with or without an assignment by the
Depositor of its rights under this Agreement, and without further notice to or acknowledgement from
the Seller. The Seller waives, to the extent permitted under applicable law, all claims, causes of
action and remedies, whether legal or equitable (including any right of setoff), against the
Depositor or any assignee of the Depositor relating to such action by the Depositor in connection
with the transactions contemplated by the Sale and Servicing Agreement.



     Section 2.02 The Closing. The sale and purchase of the Receivables shall take place
at a closing at the offices of [Mayer, Brown, Rowe & Maw LLP, 350 South Grand Avenue,
25th Floor, Los Angeles, California 90071], on the Closing Date, simultaneously with the
closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.



ARTICLE III.

Representations and Warranties




     Section 3.01 Representations and Warranties of Depositor. The Depositor hereby
represents and warrants as follows to the Seller and the Indenture Trustee as of the date hereof
and the Transfer Date:



     (a) Organization and Good Standing. The Depositor has been duly organized and is
validly existing as a corporation in good standing under the laws of the State of Delaware, with
the corporate power and authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted, including the corporate
power, authority and legal right to acquire and sell the Receivables.



     (b) Power and Authority. The Depositor has the power and authority to execute and
deliver this Agreement and to carry out its terms; and the execution, delivery and performance of
this Agreement have been duly authorized by the Depositor by all necessary corporate action.



     (c) No Violation. The consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time or both) a default
under, the charter or bylaws of the Depositor, or any indenture, agreement or other instrument to
which the Depositor is a party or by which it is bound. There shall be no breach of the
representations and warranties in this paragraph resulting from any of the foregoing breaches,
violations, Liens or other matters which, individually or in the aggregate, would not materially
and adversely affect the Depositor’s ability to perform its obligations under the Basic Documents
or the consummation of the transactions as contemplated by the Basic Documents.



     Section 3.02 Representations and Warranties of Seller.



     (a) The Seller hereby represents and warrants as follows to the Depositor and the Indenture
Trustee as of the date hereof and as of the Transfer Date:



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     (i) Organization and Good Standing. The Seller has been duly organized and is
validly existing as a corporation in good standing under the laws of the State of
California, with the corporate power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently conducted.




     (ii) Due Qualification. The Seller is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses and approvals,
in all jurisdictions where the failure to do so would materially and adversely affect the
Seller’s ability to acquire, own and service the Receivables.




     (iii) Power and Authority. The Seller has the power and authority to execute
and deliver this Agreement and the other Basic Documents to which it is a party and to carry
out their respective terms; the Seller had at all relevant times, and has, full power,
authority and legal right to sell, transfer and assign the property sold, transferred and
assigned to the Depositor hereby and has duly authorized such sale, transfer and assignment
to the Depositor by all necessary corporate action; and the execution, delivery and
performance of this Agreement and the other Basic Documents to which the Seller is a party
have been duly authorized by the Seller by all necessary corporate action.




     (iv) No Violation. The consummation of the transactions contemplated by this
Agreement and the other Basic Documents to which the Seller is a party and the fulfillment
of their respective terms do not conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice or lapse of time or both) a default
under, the articles of incorporation or bylaws of the Seller, or any indenture, agreement or
other instrument to which the Seller is a party or by which it is bound, or result in the
creation or imposition of any Lien upon any of its properties pursuant to the terms of any
such indenture, agreement or other instrument (other than this Agreement), or violate any
law or, to the best of the Seller’s knowledge, any order, rule or regulation applicable to
the Seller of any court or of any federal or state regulatory body, administrative agency or
other governmental instrumentality having jurisdiction over the Seller or its properties.
There shall be no breach of the representations and warranties in this paragraph resulting
from any of the foregoing breaches, violations, Liens or other matters which, individually
or in the aggregate, would not materially and adversely affect the Seller’s ability to
perform its obligations under the Basic Documents or the consummation of the transactions as
contemplated by the Basic Documents.




     (v) No Proceedings. There are no proceedings or investigations pending or, to
the Seller’s knowledge, threatened against the Seller before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction over the
Seller or its properties (A) asserting the invalidity of this Agreement or any other Basic
Document to which the Seller is a party, (B) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or any other Basic Document to which the
Seller is a party or (C) seeking any determination or ruling that would materially and
adversely affect the performance by the Seller of its obligations under, or the validity or
enforceability of, this Agreement or any other Basic Document to which the Seller is a
party.



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     (vi) Valid Sale, Binding Obligation. This Agreement and the other Basic
Documents to which the Seller is a party, when duly executed and delivered by the other
parties hereto and thereto, shall constitute legal, valid and binding obligations of the
Seller, enforceable against the Seller in accordance with their respective terms, except as
the enforceability thereof may be limited by bankruptcy, insolvency, reorganization and
similar laws now or hereafter in effect relating to or affecting creditors’ rights generally
and to general principles of equity (whether applied in a proceeding at law or in equity).




     (vii) Chief Executive Office. The chief executive office of the Seller is
located at 10550 Talbert Avenue, Fountain Valley, California 92708.




     (viii) No Consents. The Seller is not required to obtain the consent of any
other party or any consent, license, approval, registration, authorization, or declaration
of or with any governmental authority, bureau or agency in connection with the execution,
delivery, performance, validity, or enforceability of this Agreement or any other Basic
Document to which it is a party that has not already been obtained, other than (A) UCC
filings and (B) consents, licenses, approvals, registrations, authorizations or declarations
which, if not obtained or made, would not have a material adverse affect on the
enforceability or collectibility of the Receivables or would not materially and adversely
affect the ability of the Depositor to perform its obligations under the Basic Documents.




     (ix) Ordinary Course. The transactions contemplated by this Agreement and the
other Basic Documents to which the Seller is a party are in the ordinary course of the
Seller’s business.




     (x) Solvency. The Seller is not insolvent, nor will the Seller be made
insolvent by the transfer of the Receivables, nor does the Seller contemplate any pending
insolvency.




     (xi) [Reserved].




     (xii) Creditors. The Seller represents and warrants that it did not sell the
Receivables to the Depositor with any intent to hinder, delay or defraud any of its
creditors.




     (xiii) No Notice. The Seller represents and warrants that it acquired title to
the Receivables in good faith, without notice of any adverse claim.




     (xiv) Bulk Transfer. The Seller represents and warrants that the transfer,
assignment and conveyance of the Receivables by the Seller pursuant to this Agreement are
not subject to the bulk transfer laws or any similar statutory provisions in effect in any
applicable jurisdiction.



     (b) The Seller makes the following representations and warranties with respect to the
Receivables, on which the Depositor relies in accepting the Receivables and in transferring the
Receivables to the Issuer under the Sale and Servicing Agreement, and on which the Issuer relies in
pledging the same to the Indenture Trustee. Such representations and warranties speak as of the
execution and delivery of this Agreement or as of the Cutoff Date as applicable, but shall



6









 







survive the sale, transfer and assignment of the Receivables to the Depositor, the subsequent
sale, transfer and assignment of the Receivables by the Depositor to the Issuer pursuant to the
Sale and Servicing Agreement and the pledge of the Receivables by the Issuer to the Indenture
Trustee pursuant to the Indenture.




     (i) Characteristics of Receivables. Each Receivable (A) was originated in the
United States of America by a Dealer located in the United States of America for the retail
sale of a Financed Vehicle in the ordinary course of such Dealer’s business and satisfied
the Seller’s Credit and Collection Policy as of the date of origination of the related
Receivable, is payable in United States dollars, has been fully and properly executed by the
parties 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, (B) has created or
shall create a valid, subsisting and enforceable first priority security interest in favor
of the Seller in the Financed Vehicle, which security interest is assignable by the Seller
to the Depositor, by the Depositor to the Issuer, and by the Issuer to the Indenture
Trustee, (C) contains customary and enforceable provisions such that the rights and remedies
of the holder thereof are adequate for realization against the collateral of the benefits of
the security, (D) provides for fixed level monthly payments (provided that the payment in
the last month of the term of the Receivable may be insignificantly different from the level
payments) that fully amortize the Amount Financed by maturity and yield interest at the APR,
(E) amortizes using the simple interest method and (F) has an Obligor which is not a
government or governmental subdivision or agency and is not shown on the Servicer’s records
as a debtor in pending bankruptcy proceeding.




     (ii) Compliance with Law. Each Receivable and the sale of the related Financed
Vehicle complied at the time it was originated or made, and at the time of execution of this
Agreement complies, in all material respects with all requirements of applicable federal,
state and local laws, rulings and regulations thereunder, including usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the
Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board’s Regulations “B”
and “Z”, the Servicemembers Civil Relief Act, the Gramm-Leach-Bliley Act, state adaptations
of the National Consumer Act and of the Uniform Consumer Credit Code, and other consumer
credit laws and equal credit opportunity and disclosure laws.




     (iii) Binding Obligation. Each Receivable represents the genuine, legal, valid
and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in
accordance with its terms, except (A) as enforceability thereof may be limited by
bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of
creditors’ rights generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a proceeding in equity
or at law and (B) as such Receivable may be modified by the application after the Transfer
Date of the Servicemembers Civil Relief Act.




     (iv) No Government Obligor. No Receivable is due from the United States of
America or any State or any agency, department, subdivision or instrumentality thereof.



7









 






     (v) Obligor Bankruptcy. According to the records of the Seller, as of the
Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.




     (vi) Schedule of Receivables. The information set forth in Schedule I to this
Agreement is true and correct in all material respects as of the close of business on the
Cutoff Date.




     (vii) Marking Records. By the Transfer Date, the Seller will have caused its
computer and accounting records relating to each Receivable to be clearly and unambiguously
marked to show that the Receivables have been sold to the Depositor by the Seller and
transferred and assigned by the Depositor to the Issuer in accordance with the terms of the
Sale and Servicing Agreement and pledged by the Issuer to the Indenture Trustee in
accordance with the terms of the Indenture.




     (viii) Computer Tape. The computer tape regarding the Receivables made
available by the Seller to the Depositor is complete and accurate in all respects as of the
Transfer Date.




     (ix) No Adverse Selection. No selection procedures believed by the Seller to
be adverse to the Noteholders were utilized in selecting the Receivables.




     (x) Chattel Paper. Each Receivable constitutes chattel paper within the
meaning of the UCC as in effect in the state of origination.




     (xi) One Original. There is only one executed original of each Receivable.




     (xii) Receivables in Force. No Receivable has been satisfied, subordinated or
rescinded, nor has any Financed Vehicle been released from the Lien of the related
Receivable in whole or in part. None of the terms of any Receivable has been waived,
altered or modified in any respect since its origination, except by instruments or documents
identified in the related Receivable File.




     (xiii) Lawful Assignment. No Receivable has been originated in, or is subject
to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable 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.




     (xiv) Title. It is the intention of the Seller that the transfers and
assignments herein contemplated constitute sales of the Receivables from the Seller to the
Depositor and that the beneficial interest in and title to the Receivables not be part of
the debtor’s estate in the event of the filing of a bankruptcy petition by or against the
Seller under any bankruptcy law. No Receivable, other than the Receivables identified in
the Reconveyance Documents, has been sold, transferred, assigned or pledged by the Seller to
any Person other than to the Depositor or pursuant to this Agreement (or by the Depositor to
any other Person other than to the Issuer pursuant to the Sale and Servicing Agreement).
Except with respect to the Liens under the Conduit Documents (which such Liens shall be
released in accordance with provisions of the Reconveyance Documents), immediately prior to
the transfers and assignments herein contemplated, the Seller has



8









 






good and marketable title to each Receivable free and clear of all Liens, and,
immediately upon the transfer thereof, the Depositor shall have good and marketable title to
each Receivable, free and clear of all Liens and, immediately upon the transfer thereof from
the Depositor to the Issuer pursuant to the Sale and Servicing Agreement, the Issuer shall
have good and marketable title to each Receivable, free and clear of all Liens and,
immediately upon the pledge thereof from the Issuer to the Indenture Trustee pursuant to the
Indenture, the Indenture Trustee shall have a first priority perfected security interest in
each Receivable.




     (xv) Security Interest in Financed Vehicle. Immediately prior to its sale,
assignment and transfer to the Depositor pursuant to this Agreement, each Receivable shall
be secured by a validly perfected first priority security interest in the related Financed
Vehicle in favor of the Seller as secured party, or all necessary and appropriate actions
have been commenced that will result in the valid perfection of a first priority security
interest in such Financed Vehicle in favor of the Seller as secured party.




     (xvi) All Filings Made. All filings (including UCC filings, except for UCC
releases required to be filed in accordance with the Reconveyance Documents) required to be
made in any jurisdiction to give the Issuer a first perfected ownership interest in the
Receivables and the Indenture Trustee a first priority perfected security interest in the
Receivables have been made.




     (xvii) No Defenses. No Receivable is subject to any right of rescission,
setoff, counterclaim, dispute or defense, including the defense of usury, whether arising
out of transactions concerning the Receivable or otherwise, and the operation of any terms
of the Receivable or the exercise by the Seller or the Obligor of any right under the
Receivable will not render the Receivable unenforceable in whole or in part, and no such
right of rescission, setoff, counterclaim, dispute or defense, including the defense of
usury, has been asserted with respect thereto.




     (xviii) No Default. As of the Cutoff Date, the Servicer’s accounting records
did not disclose that there was any default, breach, violation or event permitting
acceleration under the terms of any Receivable (other than payment delinquencies of not more
than 30 days), or that any condition exists or event has occurred and is continuing that
with notice, the lapse of time or both would constitute a default, breach, violation or
event permitting acceleration under the terms of any Receivable, and there has been no
waiver of any of the foregoing.




     (xix) Insurance. The Seller, in accordance with its customary procedures, has
determined at the origination of the Receivable that the Obligor had obtained physical
damage insurance covering the related Finance Vehicle at that time and under the terms of
each Receivable, the Obligor is required to maintain physical damage insurance covering the
related Financed Vehicle and to name the Seller as a loss payee.




     (xx) Final Scheduled Maturity Date. No Receivable has a final scheduled
payment date after [            ], 20[ ].



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     (xxi) Certain Characteristics of the Receivables. As of the applicable Cutoff
Date, (A) each Receivable had an original maturity of not less than [ ] or more than [ ]
months and (B) no Receivable was more than [30] days past due as of the Cutoff Date.




     (xxii) No Foreign Obligor. All of the Receivables were originated in the
United States of America.




     (xxiii) No Extensions. The number or timing of scheduled payments has not been
changed on any Receivable on or before the Cutoff Date, except as reflected on the computer
tape delivered in connection with the sale of the Receivables.




     (xxiv) [Reserved].




     (xxv) [Reserved].




     (xxvi) No Fleet Sales. No Receivable has been included in a “fleet” sale
(i.e., a sale to any single Obligor of more than five Financed Vehicles).




     (xxvii) Receivable Files. The Servicer has in its possession all original
copies of documents or instruments that constitute or evidence the Receivables. The
Receivable Files that constitute or evidence the Receivables do not have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed by the
Seller to any Person other than the Depositor, except for such Liens as have been released
on or before the Closing Date. All financing statements filed or to be filed against the
Seller in favor of the Depositor in connection herewith describing the Receivables contain a
statement to the following effect: “A purchase of or security interest in any collateral
described in this financing statement, except as provided in the Receivables Purchase
Agreement, will violate the rights of the Depositor.”




     (xxviii) No Fraud or Misrepresentation. Each Receivable was originated by a
Dealer and was sold by the Dealer to the Seller, to the best of the Seller’s knowledge,
without fraud or misrepresentation on the part of such Dealer in either case.




     (xxix) Receivables Not Assumable. No Receivable is assumable by another person
in a manner which would release the Obligor thereof from such Obligor’s obligations to the
Seller with respect to such Receivable.




     (xxx) No Impairment. The Seller has not done anything to convey any right to
any person that would result in such person having a right to payments due under a
Receivable or otherwise to impair the rights of the Depositor in any Receivable or the
proceeds thereof.




     (xxxi) [Reserved].




     (xxxii) No Corporate Obligor. All of the Receivables are due from Obligors who
are natural persons.



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     (xxxiii) No Liens. According to the Servicer’s records as of the Cutoff Date,
no liens or claims have been filed for work, labor or materials relating to a Financed
Vehicle that are prior to, or equal or coordinate with the security interest in the Financed
Vehicles granted by the Receivables.




     (xxxiv) [Reserved].




     (xxxv) APR. No Receivable has an APR of less than [            ]% and the weighted
average coupon on the pool of Receivables is at least [       ]%.




     (xxxvi) Remaining Term. Each Receivable has a remaining term of at least [       ]
months and no more than [       ] months.




     (xxxvii) Original Term. The weighted average original term for the Receivables
is at least [            ] months.




     (xxxviii) Remaining Balance. Each Receivable has a remaining balance of at
least $[                 ] and not greater than $[                 ].




     (xxxix) New Vehicles. At least [       ]% of the aggregate principal balance of
the Receivables is secured by Financed Vehicles which were new at the date of origination.




     (xl) [Reserved].




     (xli) No Repossessions. No Financed Vehicle has been repossessed on or prior
to the applicable Cutoff Date.




     (xlii) [Reserved].




     (xliii) [Reserved].




     (xliv) Dealer Agreements. Each Dealer from whom the Seller purchases
Receivables has entered into a Dealer Agreement with the Seller providing for the sale of
Receivables from time to time by such Dealer to the Seller.




     (xlv) Receivable Obligations. To the best of the Seller’s knowledge, no notice
to or consent from any Obligor is necessary to effect the acquisition of the Receivables by
the Issuer.




     (xlvi) [Reserved].




     (xlvii) Computer Tape. The computer tape from which the selection of the
Receivables being acquired on the Closing Date was made available to the accountants that
are providing a comfort letter to the Noteholders in connection with the numerical
information regarding the Receivables and the Notes.




     (xlviii) No Future Disbursement. At the time each Receivable was acquired from
the Dealer, the Amount Financed was fully disbursed. There is no requirement for future



11









 






advances of principal thereunder, and, other than in connection with Dealer
participations, all fees and expenses in connection with the origination of such Receivable
have been paid.




     (xlix) [Reserved].




     (l) [Reserved].




     (li) [Reserved].




     (lii) [Reserved].




     (liii) [Reserved].




     (liv) No Consumer Leases. No Receivable constitutes a “consumer lease” under
either (a) the UCC as in effect in the jurisdiction whose law governs the Receivable or (b)
the Consumer Leasing Act, 15 USC 1667.




     (lv) Balance as of Cutoff Date. The aggregate principal balance of the
Receivables as of the Cutoff Date is equal to $[ ].



ARTICLE IV.




Conditions




     Section 4.01 Conditions to Obligation of the Depositor. The obligation of the
Depositor to purchase the Receivables is subject to the satisfaction of the following conditions:



     (a) Representations and Warranties True. The representations and warranties of the
Seller hereunder shall be true and correct on the Transfer Date with the same effect as if then
made, and the Seller shall have performed all obligations to be performed by it hereunder on or
prior to the Transfer Date.



     (b) Computer Files Marked. The Seller shall, at its own expense, on or prior to the
Transfer Date, indicate in its computer files that the Receivables have been sold to the Depositor
pursuant to this Agreement and deliver to the Depositor the Schedule of Receivables, certified by
the Seller’s President, a Vice President or the Treasurer to be true, correct and complete.



     (c) Documents To Be Delivered by the Seller on the Transfer Date.




     (i) Evidence of UCC Filing. On or prior to the Transfer Date, the Seller shall
record and file, at its own expense, a UCC-1 financing statement, in each jurisdiction in
which required by applicable law, naming the Seller as debtor and naming the Depositor as
secured party, describing the Receivables and the other assets assigned to the Depositor
pursuant to Section 2.01 hereof, meeting the requirements of the laws of each such
jurisdiction and in such manner as is necessary to perfect the sale, transfer, assignment
and conveyance of the Receivables and such other assets to the Depositor. The Seller shall
deliver to the Depositor a file-stamped copy or other evidence satisfactory to the Depositor
of such filing on or prior to the Transfer Date.



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     (ii) Other Documents. Such other documents as the Depositor may reasonably
request.



     (d) Other Transactions. The transactions contemplated by the Sale and Servicing
Agreement, the Indenture and the Trust Agreement to be consummated on the Transfer Date shall be
consummated on such date.



     Section 4.02 Conditions to Obligation of the Seller. The obligation of the Seller to
sell the Receivables to the Depositor is subject to the satisfaction of the following conditions:



     (a) Representations and Warranties True. The representations and warranties of the
Depositor hereunder shall be true and correct on the Transfer Date with the same effect as if then
made, and the Depositor shall have performed all obligations to be performed by it hereunder on or
prior to the Transfer Date.



     (b) Receivables Purchase Price. On the Transfer Date, the Depositor shall have
delivered to the Seller the Purchase Price specified in Section 2.01.



ARTICLE V.




Covenants of the Seller




     The Seller agrees with the Depositor and the Indenture Trustee as follows:



     Section 5.01 Protection of Right, Title and Interest.



     (a) Filings. The Seller shall cause, at its own expense, all financing statements and
continuation statements and any other necessary documents (other than the costs to re-title the
Financed Vehicles in order to name a party other than the Seller as lienholder) covering the right,
title and interest of the Seller, the Depositor, the Trust and the Indenture Trustee, respectively,
in and to the Receivables and the other property included in the Trust Estate to be promptly filed
and at all times to be kept recorded, registered and filed, all in such manner and in such places
as may be required by law fully to preserve and protect the right, title and interest of the
Depositor hereunder, the Trust under the Sale and Servicing Agreement and the Indenture Trustee
under the Indenture in and to the Receivables and the other property included in the Trust Estate.
The Seller shall deliver to the Depositor and the Indenture Trustee file-stamped copies of, or
filing receipts for, any document recorded, registered or filed as provided above, as soon as
available following such recordation, registration or filing. The Depositor shall cooperate fully
with the Seller in connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this paragraph.



     (b) Name Change. If the Seller makes any change in its name, identity or corporate
structure that would make any financing statement or continuation statement filed in accordance
with paragraph (a) above seriously misleading within the applicable provisions of the UCC or any
title statute, the Seller shall give the Depositor, the Indenture Trustee and the Owner Trustee
written notice thereof at least 45 days prior to such change and shall promptly file such financing
statements or amendments as may be necessary to continue the perfection of the Depositor’s and the
Indenture Trustee’s interest in the property conveyed pursuant to Section 2.01.



13









 





     Section 5.02 Other Liens or Interests. Except for the conveyances hereunder and
pursuant to the Basic Documents, the Seller shall not sell, pledge, assign or transfer to any
Person, or grant, create, incur, assume, or suffer to exist any Lien on, or any interest in, to or
under the Receivables, and the Seller shall defend the right, title and interest of the Depositor,
the Trust and the Indenture Trustee in, to and under the Receivables against all claims of third
parties claiming through or under the Seller.



     Section 5.03 Costs and Expenses. The Seller agrees to pay all reasonable costs and
disbursements in connection with the perfection, as against all third parties, of the Depositor’s,
the Issuer’s and the Indenture Trustee’s right, title and interest in and to the Receivables and
the other property included in the Trust Estate.



     Section 5.04 Hold Harmless. Seller shall protect, defend, indemnify and hold the
Depositor and the Issuer and their respective assigns and their attorneys, accountants, employees,
officers and directors harmless from and against all losses, liabilities, claims, damages and
expenses of every kind and character, as incurred, resulting from or relating to or arising out of
(i) the inaccuracy, nonfulfillment or breach of any representation, warranty, covenant or agreement
made by Seller in this Agreement, (ii) any legal action, including, without limitation, any
counterclaim, that has either been settled by the litigants (which settlement, if Seller is not a
party thereto shall be with the consent of Seller) or has proceeded to judgment by a court of
competent jurisdiction, in either case to the extent it is based upon alleged facts that, if true,
would constitute a breach of any representation, warranty, covenant or agreement made by Seller in
this Agreement, (iii) any actions or omissions of Seller or any employee or agent of Seller or any
Dealer occurring prior to the Transfer Date with respect to any of the Receivables or Financed
Vehicles or (iv) any failure of a Receivable to be originated in compliance with all requirements
of law. These indemnity obligations shall be in addition to any obligation that the Seller may
otherwise have.



ARTICLE VI.




Indemnification




     Section 6.01 Indemnification.



     Without limiting any other rights any such Person may have hereunder or under applicable law,
the Seller hereby indemnifies and holds harmless the Depositor and its officers, directors, agents
and employees (each an “Indemnified Party”) from and against any and all damages, losses,
claims, liabilities, penalties, costs and expenses (including reasonable attorneys’ fees and court
costs) (all of the foregoing collectively, the “Indemnified Losses”) at any time imposed on
or incurred by any Indemnified Party arising out of or otherwise relating to this Agreement, the
transactions contemplated hereby or the acquisition of any of the Receivables, or any action taken
or omitted by any of the Indemnified Parties, whether arising by reason of the acts to be performed
by the Seller hereunder or otherwise, excluding only Indemnified Losses to the extent (a) such
Indemnified Losses resulted from gross negligence or willful misconduct of the Indemnified Party
seeking indemnification, (b) due to the financial inability of the Obligor to pay a Receivable and
for which reimbursement would constitute recourse to the Seller for uncollectible Receivables or
(c) such Indemnified Losses include taxes on, or measured by, the overall net income of the
Depositor or any other Indemnified Party.



14









 





ARTICLE VII.




Miscellaneous Provisions




     Section 7.01 Obligations of Seller. The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any
Receivable.



     Section 7.02 Repurchase Events. The Seller hereby covenants and agrees that the
occurrence of a breach of any of the Seller’s representations and warranties contained in Section
3.02(b), with respect to any Receivable shall constitute an event obligating the Seller to
repurchase such Receivable if the interest of the Noteholders or the Issuer are materially and
adversely affected by such breach (each, a “Repurchase Event”). If the Seller does not correct or
cure such breach prior to the end of the Collection Period (or, if the Seller elects, an earlier
date) after the date that the Seller became aware or was notified of such breach, then the Seller
shall purchase any Receivable materially and adversely affected by such breach from the Issuer on
the Payment Date following the end of such Collection Period. Any such purchase by the Seller
shall be at a price equal to the Purchased Amount. In consideration for such repurchase, the
Seller shall make (or shall cause to be made) a payment to the Issuer equal to the Purchased Amount
by depositing such amount into the Collection Account on the applicable Payment Date. Upon payment
of such Purchased Amount by the Seller, the Issuer and the Indenture Trustee shall release and
shall execute and deliver such instruments of release, transfer or assignment, in each case without
recourse or representation, as shall be reasonably necessary to vest in the Seller or its designee
any Receivable repurchased pursuant hereto. It is understood and agreed that the right to cause
the Seller to purchase any Receivable as described above shall constitute the sole remedy
respecting such breach available to the Issuer, the Noteholders, the Owner Trustee, the
Certificateholders and the Indenture Trustee. Neither the Owner Trustee nor the Indenture Trustee
will have any duty to conduct an affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Receivable pursuant to this Section 7.02.



     Section 7.03 Depositor Assignment of Repurchased Receivables. With respect to all
Receivables repurchased by the Seller pursuant to this Agreement, the Depositor shall assign,
without recourse, representation or warranty, to the Seller all of the Depositor’s right, title and
interest in and to such Receivables and all security and documents relating thereto.



     Section 7.04 Transfer to the Issuer. The Seller acknowledges and agrees that (1) the
Depositor will, pursuant to the Sale and Servicing Agreement, transfer and assign the Receivables
and assign its rights under this Agreement with respect thereto to the Issuer and, pursuant to the
Indenture, the Issuer will pledge the Receivables to the Indenture Trustee, and (2) the
representations and warranties contained in this Agreement and the rights of the Depositor under
this Agreement, including under Section 7.02, are intended to benefit the Issuer, the Noteholders
and the Certificateholder. The Seller hereby consents to such transfers and assignments and agrees
that enforcement of a right or remedy hereunder by the Indenture Trustee, the Owner Trustee or the
Issuer shall have the same force and effect as if the right or remedy had been enforced or executed
by the Depositor.



     Section 7.05 Amendment. This Agreement may be amended from time to time, with prior
written notice to the Rating Agencies but without the consent of the Noteholders or the
Certificateholder, by a written amendment duly executed and delivered by the Seller and the




15









 






Depositor, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any manner the rights of
Noteholders or the Certificateholder; provided that such amendment shall not materially and
adversely affect the interest of any Noteholder or Certificateholder. This Agreement may also be
amended by the Seller and the Depositor, with prior written notice to the Rating Agencies and the
prior written consent of Holders of Notes evidencing at least a majority of the Outstanding Amount
of the Notes and Holders of Certificates evidencing at least a majority of the Certificate Balance
(excluding, for purposes of this Section 7.05, Certificates held by the Seller or any of its
affiliates), for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholder; provided, however, that no such amendment may (i) reduce
the interest rate or principal amount of any Note or Certificate or delay the Stated Maturity Date
of any Note without the consent of the Holder of such Note or (ii) reduce the aforesaid percentage
of the Notes or the Certificates that is required to consent to any such amendment, without the
consent of the Holders of all the outstanding Notes and Certificates.




     Section 7.06 Waivers. No failure or delay on the part of the Depositor, the Issuer or
the Indenture Trustee in exercising any power, right or remedy under this Agreement or the Bill of
Sale shall operate as a waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or further exercise thereof or the exercise of any other power,
right or remedy.



     Section 7.07 Notices. All demands, notices and communications under this Agreement
shall be in writing, electronically delivered, personally delivered or mailed by certified mail,
return receipt requested, to: (1) in the case of the Seller, Hyundai Motor Finance Company, 10550
Talbert Avenue, Fountain Valley, California 92708, Attention: Vice President, Finance, with a copy
to General Counsel; (2) in the case of the Depositor, Hyundai ABS Funding Corporation, 10550
Talbert Avenue, Fountain Valley, California 92708, Attention: Vice President and Secretary, with a
copy to General Counsel; (3) in the case of [Moody’s, Moody’s Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007; (4) in the case of Standard &
Poor’s, via electronic delivery to Servicer_reports@sandp.com or at the following address: Standard
& Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water Street (40th
Floor), New York, New York 10041, Attention: ABS Surveillance Department; and (5) in the case of
Fitch, Fitch, Inc., One State Street Plaza, New York, New York 10004]; or as to each of the
foregoing, at such other address as shall be designated by written notice to the other parties.



     Section 7.08 Costs and Expenses. The Seller shall pay all expenses incident to the
performance of its obligations under this Agreement and the Seller agrees to pay all reasonable
out-of-pocket costs and expenses of the Depositor, in connection with the perfection as against
third parties of the Depositor’s, the Issuer’s and the Indenture Trustee’s right, title and
interest in and to the Receivables and the enforcement of any obligation of the Seller hereunder.



     Section 7.09 Representations of the Seller and the Depositor. The respective
agreements, representations, warranties and other statements by the Seller and the Depositor set
forth in or made pursuant to this Agreement shall remain in full force and effect and will survive
the closing under Section 2.02 and the transfers and assignments referred to in Section 7.04.



16









 





     Section 7.10 Confidential Information. The Depositor agrees that it will neither use
nor disclose to any Person the names and addresses of the Obligors, except to enforce the
Depositor’s rights hereunder, under the Receivables, under the Sale and Servicing Agreement or any
other Basic Document, or as required by any of the foregoing or by law.



     Section 7.11 Headings and Cross-References. The various headings in this Agreement
are included for convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement. References in this Agreement to section names or numbers are to such
Sections of this Agreement.



     Section 7.12 GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER OR THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     Section 7.13 Counterparts. This Agreement may be executed in counterparts, each of
which shall be an original, but all of which together shall constitute one and the same instrument.



     Section 7.14 Third Party Beneficiary. The Indenture Trustee is an express third party
beneficiary of this Agreement and shall be entitled to enforce the provisions of this Agreement as
if it were a party hereto.



     Section 7.15 No Proceedings. So long as this Agreement is in effect, and for one year
plus one day following its termination, the Seller agrees that it will not file any involuntary
petition or otherwise institute any bankruptcy, reorganization arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state bankruptcy law or similar
law against the Trust.



     Section 7.16 Nonpetition Covenant. Notwithstanding any prior termination of this
Agreement, the Seller shall not, prior to the date that is one year and one day after the
termination of this Agreement with respect to the Depositor, acquiesce, petition or otherwise
invoke or cause the Depositor to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Depositor under any federal or state
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Depositor or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the Depositor.



17









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective duly authorized officers as of the date and year first above written.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	HYUNDAI MOTOR FINANCE COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






A-1









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	HYUNDAI ABS FUNDING CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 







A-2









 








SCHEDULE I




Schedule of Receivables




[To be delivered to the Trust at Closing]





I-1









 








SCHEDULE II




Receivable File Schedule





	1.	 	All documents obtained or created in connection with the credit investigation.
	 
	2.	 	All Obligor records including without limitation (i) file copy of Receivable; (ii) copy of
Dealer assignment (if applicable) and any intervening assignments; (iii) warranty copy (if
applicable); (iv) credit life insurance policy (if applicable); (v) proof of auto insurance or
obligor agreement to provide such insurance; (vi) title application; (vii) contract
verification sheet; and (viii) original application.
	 
	3.	 	Original document file together with all documents maintained therein.
	 
	4.	 	Any and all other documents that the Servicer shall keep on file in accordance with its
customary procedures relating to a Receivable, an Obligor or a Financed Vehicle.




II-1









 











SCHEDULE III




Reconveyance Agreements



Reconveyance and Release Agreement dated as of [ ], 200[ ] among Hyundai BC Funding
Corporation, Société Générale, Amsterdam Funding Corporation, Asset One Securitization, L.L.C.,
Sheffield Receivables Corporation and Park Avenue Receivables Company, LLC



Receivables Transfer Agreement and Assignment, dated as of [ ], 200[ ] between Hyundai
Motor Finance Company and Hyundai BC Funding Corporation




III-1









 








SCHEDULE IV




Conduit Documents



[Purchase and Sale Agreement dated as of January 17, 2000, as amended, between Hyundai Motor
Finance Company and Hyundai BC Funding Corporation.]



[Second Amended and Restated Receivables Purchase Agreement dated as of July 23, 2002, as amended,
among Hyundai BC Funding Corporation, Hyundai Motor Finance Company, Amsterdam Funding Corporation,
Asset One Securities, L.L.C., Sheffield Receivables Corporation, ABN AMRO Bank N.V., Barclays Bank
PLC, Park Avenue Receivables Company, LLC, JPMorgan Chase Bank, N.A. and Société Générale.]





IV-1