exv10w3



 







Exhibit 10.3




 





OWNER TRUST ADMINISTRATION AGREEMENT




among




HYUNDAI AUTO RECEIVABLES TRUST 200[ ]-[ ], as Issuer,




HYUNDAI MOTOR FINANCE COMPANY, as Administrator,




and




[ ], as Indenture Trustee




Dated as of [ ], 200[ ]




 










 









 











TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	Section 1.1	 	Duties of the Administrator with Respect to the Depository Agreement and the Indenture
	 	 	2	 
	 	 	 
	 	 	 	 
	Section 1.2	 	Additional Duties
	 	 	5	 
	 	 	 
	 	 	 	 
	Section 1.3	 	Non-Ministerial Matters
	 	 	6	 
	 	 	 
	 	 	 	 
	Section 2.	 	Records
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 3.	 	Compensation
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 4.	 	Additional Information To Be Furnished to the Issuer
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 5.	 	Independence of the Administrator
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 6.	 	No Joint Venture
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 7.	 	Other Activities of Administrator
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 8.	 	Term of Agreement; Resignation and Removal of Administrator
	 	 	7	 
	 	 	 
	 	 	 	 
	Section 9.	 	Action upon Termination, Resignation or Removal
	 	 	9	 
	 	 	 
	 	 	 	 
	Section 10.	 	Notices
	 	 	9	 
	 	 	 
	 	 	 	 
	Section 11.	 	Amendments
	 	 	10	 
	 	 	 
	 	 	 	 
	Section 12.	 	Successors and Assigns
	 	 	10	 
	 	 	 
	 	 	 	 
	Section 13.	 	GOVERNING LAW
	 	 	11	 
	 	 	 
	 	 	 	 
	Section 14.	 	Headings
	 	 	11	 
	 	 	 
	 	 	 	 
	Section 15.	 	Counterparts
	 	 	11	 
	 	 	 
	 	 	 	 
	Section 16.	 	Severability
	 	 	11	 
	 	 	 
	 	 	 	 
	Section 17.	 	Not Applicable to [                              ] in Other Capacities
	 	 	11	 
	 	 	 
	 	 	 	 
	Section 18.	 	Limitation of Liability of Owner Trustee and Indenture Trustee
	 	 	11	 
	 	 	 
	 	 	 	 
	Section 19.	 	Third-Party Beneficiary
	 	 	12	 
	 	 	 
	 	 	 	 
	Section 20.	 	Nonpetition Covenants
	 	 	12	 
	 	 	 
	 	 	 	 
	Section 21.	 	Liability of Administrator
	 	 	12	 
	 	 	 
	 	 	 	 
	Exhibit A	 	POWER OF ATTORNEY
	 	 	A-1	 






-i-









 





          This OWNER TRUST ADMINISTRATION AGREEMENT dated as of [ ], 200[ ] among HYUNDAI
AUTO RECEIVABLES TRUST 200[ ]-[ ], a Delaware statutory trust (the “Issuer”), HYUNDAI MOTOR
FINANCE COMPANY, a California corporation, as administrator (the “Administrator”), and [
], a [ ], not in its individual capacity but
solely as Indenture Trustee (the “Indenture Trustee”).




W I T N E S S E T H :




          WHEREAS, the Issuer was formed pursuant to a Trust Agreement dated as of [ ],
200[ ] and is governed by an Amended and Restated Trust Agreement dated as of [ ],
200[ ] (as amended and supplemented from time to time, the “Trust Agreement”), by and among
Hyundai ABS Funding Corporation, as depositor (the “Depositor”), [
], not in its individual capacity but solely as owner trustee (the “Owner Trustee”),
and Hyundai Motor Finance Company, as administrator (the “Administrator”), and is issuing [
]% Asset Backed Notes, Class A-1, [ ]% Asset Backed Notes, Class A-2, [ ]%
Asset Backed Notes, Class A-3 and [ ]% Asset Backed Notes, Class A-4 (collectively, the
“Class A Notes”), [ ]% Asset Backed Notes, Class B (the “Class B Notes”), [
]% Asset Backed Notes, Class C (the “Class C Notes”), and [ ]% Asset Backed
Notes, Class D Notes (the “Class D Notes” and, collectively with the Class A Notes, the
Class B Notes and the Class C Notes, the “Notes”) pursuant to the Indenture dated as of [
], 200[ ] (as amended and supplemented from time to time, the “Indenture”),
between the Issuer and the Indenture Trustee, and is issuing asset backed certificates (the
“Trust Certificates” and, collectively with the Notes, the “Securities”) pursuant
to the Trust Agreement (capitalized terms used and not otherwise defined herein shall have the
meanings assigned to such terms in the Indenture or the Trust Agreement, as applicable);




          WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the
Securities, including (i) a Sale and Servicing Agreement dated as of [ ], 200[ ] (as
amended and supplemented from time to time, the “Sale and Servicing Agreement”), among
Hyundai Motor Finance Company, as seller (in such capacity, the “Seller”) and as servicer
(in such capacity the “Servicer”), the Depositor, the Issuer and the Indenture Trustee,
(ii) a Letter of Representations dated [ ], 200[ ] (as amended and supplemented from
time to time, the “Depository Agreement”), among the Issuer, the Indenture Trustee, the
Administrator and The Depository Trust Company (“DTC”) relating to the Notes and (iii) the
Indenture (the Sale and Servicing Agreement, the Depository Agreement, the Indenture and the Trust
Agreement being referred to hereinafter collectively as the “Related Agreements”);




          WHEREAS, pursuant to the Related Agreements, the Issuer and Owner Trustee are required to
perform certain duties in connection with (a) the Notes and the collateral therefor pledged
pursuant to the Indenture (the “Collateral”) and (b) the beneficial ownership interests in
the Issuer (the registered holders of such interests being referred to herein as the
“Owners”);




          WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of
the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide
such additional services consistent with the terms of this Agreement and the Related Agreements as
the Issuer and the Owner Trustee may from time to time request; and

1









 









          WHEREAS, the Administrator has the capacity to provide the services required hereby and is
willing to perform such services for the Issuer and the Owner Trustee on the terms set forth
herein;




          NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:





			
	Section 1.1	 	Duties of the Administrator with Respect to the Depository Agreement and the
Indenture.





          The Administrator agrees to perform all its duties as Administrator and all the duties of the
Issuer and the Owner Trustee under the Depository Agreement. In addition, the Administrator shall
consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the
Indenture and the Depository Agreement. The Administrator shall monitor the performance of the
Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or
the Owner Trustee’s duties under the Indenture and the Depository Agreement. The Administrator
shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate
persons of, all such documents, reports, filings, instruments, certificates and opinions that it
shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
Indenture and the Depository Agreement. In furtherance of the foregoing, the Administrator shall
take all appropriate action that is the duty of the Issuer or the Owner Trustee to take pursuant to
the Indenture including, without limitation, such of the foregoing as are required with respect to
the following matters under the Indenture (parenthetical section references are to sections of the
Indenture):




          (a) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of
any appointment of a new Note Registrar and the location, or change in location, of the Note
Register (Section 2.04);




          (b) the notification of Noteholders of the final principal payment on their Notes (Section
2.08(b));




          (c) the preparation of or obtaining of the documents and instruments required for
authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02);




          (d) the preparation, obtaining or filing of the instruments, opinions and certificates and
other documents required for the release of collateral (Section 4.04);




          (e) the maintenance of an office in the Borough of Manhattan, City of New York, for
registration of transfer or exchange of Notes (Section 3.02);




          (f) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture
Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03);




          (g) the direction to the Indenture Trustee to deposit moneys with Paying Agents, if any, other
than the Indenture Trustee (Section 3.03);




2









 








          (h) the obtaining and preservation of the Issuer’s qualification to do business in each
jurisdiction in which such qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement
included in the Trust Estate (Section 3.04);




          (i) the preparation of all supplements and amendments to the Indenture and all financing
statements, continuation statements, instruments of further assurance and other instruments and the
taking of such other action as is necessary or advisable to protect the Trust Estate (Section
3.05);




          (j) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of
Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer’s Certificate
and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09);




          (k) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with
whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b));




          (l) the delivery of written notice to the Indenture Trustee and the Rating Agencies of a
Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from
the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement
with respect to the Receivables, the taking of all reasonable steps available to remedy such
failure (Section 3.07(d));




          (m) [Reserved];




          (n) the preparation and obtaining of documents and instruments required for the release of the
Issuer from its obligations under the Indenture (Section 3.10(b));




          (o) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each
Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale
and Servicing Agreement and by the Seller or the Company under the Receivables Purchase Agreement
(Section 3.19);




          (p) the monitoring of the Issuer’s obligations as to the satisfaction and discharge of the
Indenture and the preparation and execution of an Officer’s Certificate and the obtaining of the
Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01);




          (q) the compliance with any written directive of the Indenture Trustee with respect to the
sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have
occurred and be continuing (Section 5.04);




          (r) the preparation and delivery of notice to Noteholders of the removal of the Indenture
Trustee and the appointment of a successor Indenture Trustee (Section 6.08);




3









 








          (s) the preparation of any written instruments required to confirm more fully the authority of
any co-trustee or separate trustee and any written instruments necessary in connection with the
resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);




          (t) the furnishing to the Indenture Trustee with the names and addresses of Noteholders during
any period when the Indenture Trustee is not the Note Registrar (Section 7.01);




          (u) the duty to provide reasonable and appropriate assistance to the Depositor or its
designees, as applicable, with the preparation and filing with the Commission, any applicable state
agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and
summaries thereof as may be required by rules and regulations prescribed by, the Commission and any
applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders
(Section 7.03);




          (v) the opening of one or more accounts in the Issuer’s name, the preparation and delivery of
Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with
respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);




          (w) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an
Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate
(Sections 8.04 and 8.05);




          (x) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to
the execution of supplemental indentures and the mailing to the Noteholders of notices with respect
to such supplemental indentures (Sections 9.01, 9.02 and 9.03);




          (y) the execution and delivery of new Notes conforming to any supplemental indenture (Section
9.05);




          (z) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture
Trustee to provide such notification (Section 10.02);




          (aa) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and
Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to
take any action under the Indenture (Section 11.01(a));




          (bb) the preparation and delivery of Officer’s Certificates and the obtaining of Independent
Certificates, if necessary, for the release of property from the lien of the Indenture (Section
11.01(b));




          (cc) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to
give such notification, of the information required pursuant to Section 11.04 of the Indenture
(Section 11.04);




4









 








          (dd) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements
with respect to alternate payment and notice provisions (Section 11.06);




          (ee) the recording of the Indenture, if applicable (Section 11.14);




          (ff) the preparation of Definitive Notes in accordance with the instructions of the Clearing
Agency (Section 2.12);




          (gg) the direction to Paying Agents to pay to the Indenture Trustee all sums held in trust by
such Paying Agents (Section 3.03); and




          (hh) the duty to provide the Indenture Trustee with the information necessary to deliver to
each Noteholder such information as may be reasonably required to enable such Holder to prepare its
United States federal and state and local income or franchise tax returns (Section 6.06).




Section 1.2 Additional Duties.




          (a) In addition to the duties of the Administrator set forth above, the Administrator shall
(i) perform all duties and obligations applicable to or required of the Issuer as set forth in
Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof,
and (ii) perform such calculations and shall prepare or shall cause the preparation by other
appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such
documents, reports, filings, instruments, certificates and opinions that it shall be the duty of
the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or
Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of the Owner Trustee
shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take
pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of
itself and of the Issuer, execute and deliver to the Administrator and to each successor
Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially
in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner
Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer
all such documents, reports, filings, instruments, certificates and opinions. Subject to Section
5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator
shall administer, perform or supervise the performance of such other activities in connection with
the Collateral (including the Related Agreements) as are not covered by any of the foregoing
provisions and as are expressly requested by the Owner Trustee and are reasonably within the
capability of the Administrator. Such responsibilities shall include providing to the Depositor
and the Indenture Trustee the monthly servicing report in an appropriate electronic form.




          (b) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the
Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in
Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of
the Trust Agreement with respect to, among other things, accounting and reports to Owners;
provided, however, that the Owner Trustee shall retain responsibility for the

5









 








distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each
Owner to prepare its federal and state income tax returns.




          (c) The Administrator shall satisfy its obligations with respect to clause (ii) above by
retaining, at the expense of the Trust payable by the Administrator, a firm of independent public
accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the
obligations of the Administrator thereunder.




          (d) The Administrator shall perform the duties of the Administrator including, without
limitation, those specified in Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be
performed in connection with the fees, expenses and indemnification and the resignation or removal
of the Owner Trustee, and any other duties expressly required to be performed by the Administrator
under the Trust Agreement.




          (e) In carrying out the foregoing duties or any of its other obligations under this Agreement,
the Administrator may enter into transactions or otherwise deal with any of its affiliates;
provided, however, that the terms of any such transactions or dealings shall be in accordance with
any directions received from the Issuer and shall be, in the Administrator’s opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.




Section 1.3 Non-Ministerial Matters.




          With respect to matters that in the reasonable judgment of the Administrator are
non-ministerial, the Administrator shall not take any action unless within a reasonable time before
the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed
action and the Owner Trustee shall have withheld consent or provided an alternative direction.
Unless explicitly provided under this Administration Agreement, for the purpose of the preceding
sentence, “non-ministerial matters” shall include, without limitation:




          (a) the amendment of or any supplement to the Indenture;




          (b) the initiation of any claim or lawsuit by the Issuer and the compromise of any action,
claim or lawsuit brought by or against the Issuer (other than in connection with the collection of
the Receivables).




          (c) the amendment, change or modification of the Related Agreements;




          (d) the appointment of successor Note Registrars, successor Paying Agents and successor
Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or
Successor Servicers, or the consent to the assignment by the Note Registrar, Paying Agent or
Indenture Trustee of its obligations under the Indenture; and




          (e) the removal of the Indenture Trustee.




Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be
obligated to, and shall not, (i) make any payments to the Noteholders under the Related Agreements,
(ii) sell the Trust Estate pursuant to Section 5.04 of the Indenture or (iii) take any other action
that the Issuer directs the Administrator not to take on its behalf.




6









 







Section 2. Records. The Administrator shall maintain appropriate books of account and
records relating to services performed hereunder, which books of account and records shall be
accessible for inspection by the Issuer at any time during normal business hours.



Section 3. Compensation. As compensation for the performance of the Administrator’s
obligations under this Agreement and as reimbursement for its expenses related thereto, the
Administrator shall be paid by the Servicer in accordance with the Sale and Servicing Agreement.



Section 4. Additional Information To Be Furnished to the Issuer. The Administrator shall
furnish to the Issuer from time to time such additional information regarding the Collateral as the
Issuer shall reasonably request.



Section 5. Independence of the Administrator. For all purposes of this Agreement, the
Administrator shall be an independent contractor and shall not be subject to the supervision of the
Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of
its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have
no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.



Section 6. No Joint Venture. Nothing contained in this Agreement (i) shall constitute the
Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint
venture, association, syndicate, unincorporated business or other separate entity, (ii) shall be
construed to impose any liability as such on any of them or (iii) shall be deemed to confer on any
of them any express, implied or apparent authority to incur any obligation or liability on behalf
of the others.



Section 7. Other Activities of Administrator.




          Nothing herein shall prevent the Administrator or its Affiliates from engaging in other
businesses or, in its sole discretion, from acting in a similar capacity as an administrator for
any other person or entity even though such person or entity may engage in business activities
similar to those of the Issuer, the Owner Trustee or the Indenture Trustee.




          The Administrator and its affiliates may generally engage in any kind of business with any
person party to a Related Agreement, any of its affiliates and any person who may do business with
or own securities of any such person or any of its affiliates, without any duty to account therefor
to the Issuer, the Owner Trustee or the Indenture Trustee.



Section 8. Term of Agreement; Resignation and Removal of Administrator.




          (a) This Agreement shall continue in force until the dissolution of the Issuer, upon which
event this Agreement shall automatically terminate.




          (b) Subject to Sections 8(e) and (f), the Administrator may resign its duties hereunder by
providing the Issuer with at least 60 days’ prior written notice.




7









 








          (c) Subject to Sections 8(e) and (f), the Issuer may remove the Administrator without cause by
providing the Administrator with at least 60 days’ prior written notice.




          (d) Subject to Sections 8(e) and (f), at the sole option of the Issuer, the Administrator may
be removed immediately upon written notice of termination from the Issuer to the Administrator if
any of the following events shall occur:




               (i) the Administrator shall default in the performance of any of its duties under this
Agreement and, after notice of such default, shall not cure such default within ten Business Days
(or, if such default cannot be cured in such time, shall not give within ten days such assurance of
cure as shall be reasonably satisfactory to the Issuer);



               (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and
such decree or order shall not have been vacated within 60 days, in respect of the Administrator in
any involuntary case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official for the Administrator or any substantial part of its property or order the
winding-up or liquidation of its affairs; or



               (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order
for relief in an involuntary case under any such law, shall consent to the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the
Administrator or any substantial part of its property, shall consent to the taking of possession by
any such official of any substantial part of its property, shall make any general assignment for
the benefit of creditors or shall fail generally to pay its debts as they become due.



               The Administrator agrees that if any of the events specified in clauses (ii) or (iii) of this
Section shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee
within seven days after the happening of such event.



          (e) No resignation or removal of the Administrator pursuant to this Section shall be effective
until (i) a successor Administrator shall have been appointed by the Issuer, (ii) such successor
Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same
manner as the Administrator is bound hereunder and (iii) the Owner Trustee and the Indenture
Trustee consent to the successor Administrator.




          (f) The appointment of any successor Administrator shall be effective only after receipt of
written confirmation from each Rating Agency that the proposed appointment will not result in the
qualification, downgrading or withdrawal of any rating assigned to the Notes by such Rating Agency.




          (g) A successor Administrator shall execute, acknowledge and deliver a written acceptance of
its appointment hereunder to the resigning Administrator and to the Issuer. Thereupon the
resignation or removal of the resigning Administrator shall become effective, and the successor
Administrator shall have all the rights, powers and duties of the Administrator under this
Agreement. The successor Administrator shall mail a notice of its succession to the Noteholders
and the Certificateholders. The resigning Administrator shall promptly transfer or

8









 








cause to be transferred all property and any related agreements, documents and statements held
by it as Administrator to the successor Administrator and the resigning Administrator shall execute
and deliver such instruments and do other things as may reasonably be required for fully and
certainly vesting in the successor Administrator all rights, power, duties and obligations
hereunder.




          (h) In no event shall a resigning Administrator be liable for the acts or omissions of any
successor Administrator hereunder.




          (i) In the exercise or administration of its duties hereunder and under the Related Documents,
the Administrator may act directly or through its agents or attorneys pursuant to agreements
entered into with any of them, and the Administrator shall not be liable for the conduct or
misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the
Administrator with due care.



Section 9. Action upon Termination, Resignation or Removal. Promptly upon the effective
date of termination of this Agreement pursuant to Section 8(a) or the resignation or removal of the
Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall be entitled to
be paid all fees and reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination pursuant to
Section 8(a) deliver to the Issuer all property and documents of or relating to the Collateral then
in the custody of the Administrator. In the event of the resignation or removal of the
Administrator pursuant to Section 8(b) or (c), respectively, the Administrator shall cooperate with
the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.



Section 10. Notices. Any notice, report or other communication given hereunder shall be in
writing and addressed as follows:




	 	 	 	 	 
	 

	 	(a)
	 	if to the Issuer or the Owner Trustee, to:
	 
	 	 	 	 
	 

	 	 	 	Hyundai Auto Receivables Trust 200[ ]-[ ]
	 

	 	 	 	In care of [                              ]
	 

	 	 	 	[                              ]
	 

	 	 	 	[                              ]
	 

	 	 	 	[                              ]
	 

	 	 	 	Attention: [                              ]
	 
	 	 	 	 
	 

	 	(b)
	 	if to the Administrator, to:
	 
	 	 	 	 
	 

	 	 	 	Hyundai Motor Finance Company
	 

	 	 	 	10550 Talbert Avenue
	 

	 	 	 	Fountain Valley, CA 92708
	 

	 	 	 	Attention: Vice President, Finance
	 

	 	 	 	with a copy to the General Counsel
	 
	 	 	 	 
	 

	 	(c)
	 	if to the Indenture Trustee, to:






9









 






	 	 	 	 	 
	 

	 	 	 	[                              ]
	 

	 	 	 	[                              ]
	 

	 	 	 	[                              ]
	 

	 	 	 	Attention: [                              ]





or to such other address as any party shall have provided to the other parties in writing. Any
notice required to be in writing hereunder shall be deemed given if such notice is mailed by
certified mail, postage prepaid, or hand-delivered to the address of such party as provided above.



Section 11. Amendments. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer, the Administrator and the Indenture Trustee,
with prior written notice to each Rating Agency, without the consent of the Owner Trustee, the
Noteholders and the Certificateholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement to cure any ambiguity, to correct
or supplement any provisions in this agreement; provided that (a) such amendment will not
materially and adversely affect the interest of any Noteholder or Certificateholder as confirmed by
an opinion of counsel provided to the Indenture Trustee and (ii) the Administrator shall have
delivered to the Owner Trustee and the Indenture Trustee, an Opinion of Counsel stating that, in
the opinion of such counsel, either (i) all financing statements and continuation statements have
been filed that are necessary to fully preserve and protect the interest of the Owner Trustee and
the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to
prior Opinions of Counsel in which such details are given, or (ii) no such action shall be
necessary to preserve and protect such interest. This Agreement may also be amended by the Issuer,
the Administrator and the Indenture Trustee with the written consent of the Owner Trustee and the
holders of Notes evidencing at least a majority of the Outstanding Amount of the Controlling Class
and the holders of Trust Certificates evidencing at least a majority of the Certificate Percentage
Interests 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
Certificateholders; provided, however, that no such amendment may (a) 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 any Holder of such Note or (b) reduce the aforesaid percentage of the holders of
Notes and Trust Certificates which are required to consent to any such amendment, without the
consent of the holders of all the outstanding Notes and Trust Certificates. Notwithstanding the
foregoing, the Administrator may not amend this Agreement without the permission of the Seller,
which permission shall not be unreasonably withheld. Prior to consenting to any such amendment the
Indenture Trustee shall have the right to receive (at other than its own expense) an Opinion of
Counsel that such amendment is authorized or permitted by this Agreement.



Section 12. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by the Issuer and the
Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof.
An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or
the Owner Trustee to a corporation or other organization that is a successor (by merger,
consolidation or purchase of assets) to the Administrator; provided that

10









 








such successor organization executes and delivers to the Issuer, the Owner Trustee and the
Indenture Trustee an agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the Administrator is bound
hereunder and represents that it has the financial ability to satisfy its indemnification
obligations hereunder. Notwithstanding the foregoing, the Administrator can transfer its
obligations to any affiliate that succeeds to substantially all of the assets and liabilities of
the Administrator and who has represented and warranted that it is not less creditworthy than the
Administrator. Subject to the foregoing, this Agreement shall bind any successors or assigns of
the parties hereto.



Section 13. GOVERNING LAW. 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.



Section 14. Headings. The section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or effect of this
Agreement.



Section 15. Counterparts. This Agreement may be executed in counterparts, each of which
when so executed shall be an original, but all of which together shall constitute but one and the
same agreement.



Section 16. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.



Section 17. Not Applicable to [ ] in Other Capacities.
Nothing in this Agreement shall affect any obligation [ ] may have
in any other capacity.



Section 18. Limitation of Liability of Owner Trustee and Indenture Trustee.




          (a) Notwithstanding anything contained herein to the contrary, this instrument has been
executed by the Owner Trustee solely in its capacity as Owner Trustee and in no event shall the
Owner Trustee in its individual capacity or any beneficial owner of the Issuer have any liability
for the representations, warranties, covenants, agreements or other obligations of the Issuer
hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all
purposes of this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.




          (b) Notwithstanding anything contained herein to the contrary, this Agreement has been
countersigned by the Indenture Trustee solely as Indenture Trustee and in no event shall the
Indenture Trustee have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates,

11









 








notices or agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.




          (c) No recourse under any obligation, covenant or agreement of the Issuer contained in this
Agreement shall be had against any agent of the Issuer (including the Administrator and the Owner
Trustee) as such by the enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is
solely an obligation of the Issuer as a Delaware statutory trust, and that no personal liability
whatever shall attach to or be incurred by any agent of the Issuer (including the Administrator and
the Owner Trustee), as such, under or by reason of any of the obligations, covenants or agreements
of the Issuer contained in this Agreement, or implied therefrom, and that any and all personal
liability for breaches by the Issuer of any such obligations, covenants or agreements, either at
common law or at equity, or by statute or constitution, of every such agent is hereby expressly
waived as a condition of and in consideration for the execution of this Agreement.



Section 19. Third-Party Beneficiary. The Seller, the Depositor and the Owner Trustee are
third-party beneficiaries to this Agreement and are entitled to the rights and benefits hereunder
and may enforce the provisions hereof as if each were a party hereto.



Section 20. Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, the Administrator and the Indenture Trustee shall not, prior to the date which is one
year and one day after the termination of this Agreement with respect to the Issuer, acquiesce,
petition or otherwise invoke or cause the Issuer to invoke the process of any court of government
authority for the purpose of commencing or sustaining a case against the Issuer 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 Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the Issuer.



Section 21. Liability of Administrator. Notwithstanding any provision of this Agreement,
the Administrator shall not have any obligations under this Agreement other than those specifically
set forth herein, and no implied obligations of the Administrator shall be read into this
Agreement. Neither the Administrator nor any of its directors, officers, agents or employees shall
be liable for any action taken or omitted to be taken in good faith by it or them under or in
connection with this Agreement, except for its or their own negligence or willful misconduct and in
no event shall the Administrator be liable under or in connection with this Agreement for indirect,
special or consequential losses or damages of any kind, including lost profits, even if advised of
the possibility thereof and regardless of the form of action by which such losses or damages may be
claimed. Without limiting the foregoing, the Administrator may (a) consult with legal counsel
(including counsel for the Issuer), independent public accountants and other experts selected by it
and shall not be liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts and (b) shall incur no liability
under or in respect of this Agreement by acting upon any notice (including notice by telephone),
consent, certificate or other instrument or writing (which may be by facsimile) believed by it to
be genuine and signed or sent by the proper party or parties.




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          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered
as of the day and year first above written.




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	HYUNDAI AUTO RECEIVABLES TRUST	 	 
	 	 	200[ ]-[ ]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	[                              ], not in its individual	 	 
	 	 	 	 	capacity but solely as Owner Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 






S-1









 






	 	 	 	 	 	 	 	 	 
	 	 	[                              ], not in its individual capacity

but solely as Indenture Trustee
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	 
	 	 	 	 	Title:	 	 






S-2









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	HYUNDAI MOTOR FINANCE COMPANY, as	 	 
	 	 	Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






S-3









 






EXHIBIT A




POWER OF ATTORNEY




	 	 	 
	STATE OF

	 	) 
	 

	 	) 
	COUNTY OF

	 	) 






          KNOW ALL MEN BY THESE PRESENTS, that Hyundai Auto Receivables Trust 200[ ]-[ ] (the
“Issuer”), does hereby make, constitute and appoint Hyundai Motor Finance Company, as
administrator (the “Administrator”) under the Owner Trust Administration Agreement dated [
], 200[ ] (the “Administration Agreement”), among the Issuer, the
Administrator, the Owner Trustee, and [ ], as Indenture Trustee,
as the same may be amended from time to time, and its agents and attorneys, as Attorneys-in-Fact to
execute on behalf of the Owner Trustee or the Issuer all such documents, reports, filings,
instruments, certificates and opinions as it should be the duty of the Owner Trustee or the Issuer
to prepare, file or deliver pursuant to the Basic Documents, or pursuant to Section 5.04(a), (b),
(c) or (d) of the Trust Agreement, including, without limitation, to appear for and represent the
Owner Trustee and the Issuer in connection with the preparation, filing and audit of federal, state
and local tax returns pertaining to the Issuer, and with full power to perform any and all acts
associated with such returns and audits that the Owner Trustee could perform, including without
limitation, the right to distribute and receive confidential information, defend and assert
positions in response to audits, initiate and defend litigation, and to execute waivers of
restrictions on assessments of deficiencies, consents to the extension of any statutory or
regulatory time limit, and settlements.




          All powers of attorney for this purpose heretofore filed or executed by the Owner Trustee are
hereby revoked.




          Capitalized terms that are used and not otherwise defined herein shall have the meanings
ascribed thereto in the Administration Agreement.




          EXECUTED this [     ] day of [     ], 200[ ].




	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	HYUNDAI AUTO RECEIVABLES TRUST	 	 
	 	 	200[ ]-[ ]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	[               ], not in its individual capacity

but solely as Owner Trustee
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	Title:	 	 






Exhibit A - 1









 






	 	 	 	 	 
	STATE OF

	 	 	)	 
	 

	 	 	)	 
	COUNTY OF

	 	 	)	 






          Before me, the undersigned authority, on this day personally appeared                                         ,
known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged
to me that s/he signed the same for the purposes and considerations therein expressed.




Sworn to before me this                     

day of [               ], [     ].




Notary Public - State of                                         





Exhibit A - 2