exv10w1



 






Exhibit 10.1


SALE AND SERVICING AGREEMENT




among




HYUNDAI AUTO RECEIVABLES TRUST 200[ ]-[ ],




Issuer,




HYUNDAI ABS FUNDING CORPORATION,




Depositor,




HYUNDAI MOTOR FINANCE COMPANY,




Seller and Servicer,




and




[ ],




Indenture Trustee




Dated as of [ ], 200[ ]














 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page      
	 
	ARTICLE I. DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.01
	 	Definitions
	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 1.02
	 	Other Definitional Provisions
	 	 	16	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE II. CONVEYANCE OF RECEIVABLES	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 2.01
	 	Conveyance of Receivables
	 	 	17	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE III. THE RECEIVABLES	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.01
	 	Representations and Warranties of the Seller
	 	 	18	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.02
	 	Representations and Warranties of the Depositor
	 	 	19	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 3.03
	 	Repurchase upon Breach
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IV. ADMINISTRATION AND SERVICING OF RECEIVABLES	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.01
	 	Duties of Servicer
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.02
	 	Collection of Receivable Payments; Modifications of Receivables
	 	 	21	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.03
	 	Realization upon Receivables
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.04
	 	[Reserved]
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.05
	 	Maintenance of Security Interests in Financed Vehicles
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.06
	 	Covenants of Servicer
	 	 	22	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.07
	 	Purchase of Receivables Upon Breach
	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.08
	 	Servicing Fee
	 	 	23	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.09
	 	Servicer’s Certificate
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.10
	 	Annual Statement as to Compliance, Notice of Servicer Termination Event
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.11
	 	Compliance with Regulation AB
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.12
	 	Access to Certain Documentation and Information Regarding Receivables
	 	 	24	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.13
	 	Term of Servicer
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.14
	 	Annual Independent Accountants’ Report
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.15
	 	Reports to the Commission
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 4.16
	 	Compensation of Indenture Trustee
	 	 	25	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE V. DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS	 	 	26	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.01
	 	Accounts
	 	 	26	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page      
	 
	 

	 	Section 5.02
	 	Application of Collections
	 	 	27	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.03
	 	Property of the Trust
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.04
	 	Purchased Amounts
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.05
	 	Distributions
	 	 	28	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.06
	 	Reserve Account
	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.07
	 	Statements to Securityholders
	 	 	30	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 5.08
	 	Advances by the Servicer
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VI. THE DEPOSITOR	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.01
	 	Representations of Depositor
	 	 	32	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.02
	 	Corporate Existence
	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.03
	 	Liability of Depositor
	 	 	34	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.04
	 	Merger or Consolidation of, or Assumption of the Obligations of, Depositor 	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 6.05
	 	Amendment of Depositor’s Organizational Documents
	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VII. THE SERVICER	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.01
	 	Representations of Servicer
	 	 	35	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.02
	 	Indemnities of Servicer
	 	 	37	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.03
	 	Merger or Consolidation of, or Assumption of the Obligations of, Servicer
	 	 	38	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.04
	 	Limitation on Liability of Servicer and Others
	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.05
	 	Delegation of Duties
	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 7.06
	 	Servicer Not to Resign
	 	 	39	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE VIII. DEFAULT	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.01
	 	Servicer Termination Events
	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.02
	 	Consequences of a Servicer Termination Event
	 	 	40	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.03
	 	Appointment of Successor Servicer
	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.04
	 	Notification to Securityholders
	 	 	41	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 8.05
	 	Waiver of Past Defaults
	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE IX. TERMINATION	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 9.01
	 	Optional Purchase of All Receivables
	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	ARTICLE X. MISCELLANEOUS	 	 	42	 






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TABLE OF CONTENTS
(continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page      
	 
	 

	 	Section 10.01
	 	Amendment
	 	 	42	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.02
	 	Protection of Title to Trust
	 	 	43	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.03
	 	Notices
	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.04
	 	Assignment by the Depositor or the Servicer
	 	 	45	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.05
	 	Limitations on Rights of Others
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.06
	 	Severability
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.07
	 	Counterparts
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.08
	 	Headings
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.09
	 	GOVERNING LAW
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.10
	 	Assignment by Issuer
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.11
	 	Nonpetition Covenants
	 	 	46	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Section 10.12
	 	Limitation of Liability of Owner Trustee and Indenture Trustee
	 	 	46	 






	 	 	 	 	 
	Exhibit A

	 	Representations and Warranties of Hyundai Motor Finance Company Under
Section 3.02 of the Receivables Purchase Agreement
	 	A-1
	Exhibit B

	 	Form of Record Date Statement
	 	B-1
	Exhibit C

	 	Form of Servicer’s Certificate
	 	C-1
	Schedule A

	 	Schedule of Receivables
	 	Sched. A-1
	Schedule B

	 	Yield Supplement Overcollateralization Amount
	 	Sched. B-1






- iii -









 





     This SALE AND SERVICING AGREEMENT, dated as of [ ], 200[ ], among HYUNDAI AUTO
RECEIVABLES TRUST 200[ ]-[ ], a Delaware statutory trust (the “Issuer”), HYUNDAI ABS
FUNDING CORPORATION, a Delaware corporation (the “Depositor”), HYUNDAI MOTOR FINANCE
COMPANY, a California corporation, as servicer (in such capacity, the “Servicer”) and as
seller (in such capacity, the “Seller”), and [ ], a [national banking
association], as indenture trustee (the “Indenture Trustee”).



     WHEREAS, the Issuer desires to purchase a portfolio of receivables arising in connection with
automobile retail installment sale contracts acquired by the Seller in the ordinary course of
business and sold by the Seller to the Depositor;



     WHEREAS, the Depositor is willing to sell such receivables to the Issuer; and



     WHEREAS, the Servicer is willing to service such receivables.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereto agree as follows:



ARTICLE I.




DEFINITIONS




     Section 1.01 Definitions. Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following meanings:



     “Administration Agreement” means the Owner Trust Administration Agreement, dated as of
[ ], 200[ ], among Hyundai Auto Receivables Trust 200[ ]-[ ], Hyundai Motor Finance
Company, and [ ], a [national banking association], as amended, supplemented,
amended and restated or otherwise modified from time to time.



     “Administrator” means Hyundai Motor Finance Company, a California corporation, and its
successors in interest.



     “Adjusted Pool Balance” means, with respect to any Payment Date, the Pool Balance as
of the end of the previous Collection Period less the Yield Supplement Overcollateralization Amount
with respect to such Payment Date.



     “Advance” means, as to any Payment Date, an advance made by the Servicer on such
Payment Date pursuant to Section 5.08 in respect of the aggregate of all Scheduled Payments of
interest which were due during the related Collection Period that remained unpaid at the end of
such Collection Period.



     “Agreement” means this Sale and Servicing Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.



     “Amount Financed” means with respect to a Receivable, the amount advanced under the
Receivable toward the purchase price of the Financed Vehicle and any related costs.



 









 





     “Annual Percentage Rate” or “APR” of a Receivable means the annual rate of
finance charges stated in the related Contract.



     “Available Amounts” means, with respect to any Payment Date, the sum of the following
amounts (without duplication) with respect to the related Collection Period: (i) all Collections
on Receivables, (ii) the Purchased Amount of each Receivable that becomes a Purchased Receivable,
(iii) Advances, (iv) Recoveries and (v) any amounts paid by the Servicer in connection with a
purchase of Receivables pursuant to Section 9.01(a) hereof.



     “Available Amounts Shortfall” means, with respect to any Payment Date, the positive
difference, if any, of the Total Required Payment for such Payment Date minus the Available Amounts
for such Payment Date.



     “Basic Documents” means the Trust Agreement, the Securities Account Control Agreement,
the Indenture, this Agreement, the Receivables Purchase Agreement, the Administration Agreement,
the Note Depository Agreement and other documents and certificates delivered in connection
therewith.



     “Business Day” means any day other than a Saturday, a Sunday or a day on which a
commercial banking institution in the states of California, Delaware or New York are authorized or
obligated by law or executive order to remain closed.



     “Certificate” means a certificate evidencing the beneficial interest of a
Certificateholder in the Trust.



     “Certificateholders” has the meaning assigned to such term in the Trust Agreement.



     “Class” means any one of the classes of Notes.



     “Class A Noteholders” means the Class A-1 Noteholders, the Class A-2 Noteholders,
Class A-3 Noteholders and the Class A-4 Noteholders.



     “Class A Notes” means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes.



     “Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered
in the Note Register.



     “Class A-1 Notes” means the [ ]% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1 to the Indenture.



     “Class A-1 Rate” means [ ]% per annum, computed on the basis of an
actual/360-day year.



     “Class A-2 Noteholder” means the Person in whose name a Class A-2 Note is registered
in the Note Register.



2









 





     “Class A-2 Notes” means the [ ]% Asset Backed Notes, Class A-2,
substantially in the form of Exhibit A-2 to the Indenture.



     “Class A-2 Rate” means [ ]% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.



     “Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered
in the Note Register.



     “Class A-3 Notes” means the [ ]% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3 to the Indenture.



     “Class A-3 Rate” means [ ]% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.



     “Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered
in the Note Register.



     “Class A-4 Notes” means the [ ]% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4 to the Indenture.



     “Class A-4 Rate” means [ ]% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.



     “Class B Maturity Date” means [ ], 20[ ].



     “Class B Noteholder” means the Person in whose name a Class B Note is registered in
the Note Register.



     “Class B Notes” means the [ ]% Asset Backed Notes, Class B, substantially in
the form of Exhibit B to the Indenture.



     “Class B Rate” means [ ]% per annum, computed on the basis of a 360-day year
consisting of twelve 30-day months.



     “Class C Maturity Date” means [ ], 20[ ].



     “Class C Noteholder” means the Person in whose name a Class C Note is registered in
the Note Register.



     “Class C Notes” means the [ ]% Asset Backed Notes, Class C, substantially in
the form of Exhibit C to the Indenture.



     “Class C Rate” means [ ]% per annum, computed on the basis of a 360-day year
consisting of twelve 30-day months.



     “Class D Maturity Date” means [ ], 20[ ].



3









 





     “Class D Noteholder” means the Person in whose name a Class D Note is registered in
the Note Register.



     “Class D Notes” means the [ ]% Asset Backed Notes, Class D, substantially in
the form of Exhibit D to the Indenture.



     “Class D Rate” means [ ]% per annum, computed on the basis of a 360-day
year consisting of twelve 30-day months.



     “Closing Date” means [ ], 200[ ].



     “CFR” means the Code of Federal Regulations.



     “Collateral” has the meaning specified in the Granting Clause of the Indenture.



     “Collection” means, with respect to any Receivable and to the extent received by the
Servicer after the Cutoff Date, (a) any monthly payment by or on behalf of the Obligor thereunder,
(b) full or partial prepayment of that Receivable, (c) all Liquidation Proceeds and (d) any other
amounts received by the Servicer which, in accordance with its customary servicing practices, would
be applied to the payment of accrued interest or to reduce the Principal Balance of that
Receivable; provided, however, that the term “Collection” in no event will include
(i) any amounts in respect of any Receivable purchased by the Servicer, the Seller or the Depositor
on a prior Payment Date or (ii) any late fees, extension fees, non-sufficient funds charges and any
and all other administrative fees or similar charges allowed by applicable law with respect to any
Receivable and payable to the Servicer.



     “Collection Account” means the account designated as such, established and maintained
pursuant to Section 5.01.



     “Collection Period” means each fiscal month of the Servicer during the term of this
Agreement; provided, however, that the first Collection Period is the period from
and including [ ], 20[ ] through [ ], 20[ ]. With respect to any
Determination Date or Payment Date, the “related Collection Period” means the Collection Period
preceding the fiscal month in which such Determination Date or Payment Date occurs.



     “Commission” means the Securities and Exchange Commission.



     “Contract” means a motor vehicle retail installment sale contract.



     “Controlling Class” means with respect to any Notes that are Outstanding, the Class A
Notes (voting together as a single class) so long as the Class A Notes are Outstanding, and
thereafter the Class B Notes so long as any Class B Notes are Outstanding, and thereafter the Class
C Notes so long as any Class C Notes are Outstanding and thereafter the Class D Notes so long as
any Class D Notes are Outstanding, excluding in each case, Notes held by the Depositor, the
Servicer or their affiliates.



     “Conveyed Assets” has the meaning provided in Section 2.01.




4









 







     “Corporate Trust Administration Department” has the meaning set forth in the Trust
Agreement.



     “Corporate Trust Office” has the meaning set forth in the Indenture.



     “Credit and Collection Policy” means the credit and collection practices, policies and
procedures of HMFC from time to time.



     “Cutoff Date” means the close of business on [       ], 20[       ].



     “Dealer” means the dealer who sold a Financed Vehicle and who originated the related
Receivable and assigned it to HMFC pursuant to a Dealer Agreement.



     “Dealer Agreement” means an agreement between HMFC and a Dealer pursuant to which such
Dealer sells Contracts to HMFC.



     “Defaulted Receivables” means any Receivable (a) on which any installment is unpaid
more than sixty (60) days past its original due date or (b) where the Servicer’s records show that
the Obligor has suffered an Insolvency Event.



     “Deliver” or “Delivered”: when used with respect to Trust Account Property
means when the relevant steps specified below are accomplished with respect to such Trust Account
Property:



     (a) if such Trust Account Property is an instrument or a certificated security (each as
defined in the UCC), by (i) delivering such instrument or security certificate to the Eligible
Institution then maintaining the applicable Eligible Account either registered in the name of such
Eligible Institution, or indorsed, by an effective endorsement, to the Eligible Institution or in
blank (provided, that no endorsement shall be required for certificated securities in bearer form),
(ii) causing such Eligible Institution to maintain (on behalf of the Indenture Trustee) continuous
possession of such instrument or security certificate, (iii) causing the Eligible Institution to
credit such instrument or certificated security to the appropriate Eligible Account (iv) causing
the Eligible Institution to agree to treat all such instruments and certificated securities as
“financial assets” (as defined in the UCC) and (v) causing the Eligible Institution to agree
pursuant to a Control Agreement that it will comply with “entitlement orders” (as defined in the
UCC) originated by the Indenture Trustee with respect to each security entitlement (as defined in
the UCC) relating to such instruments and certificated securities without further consent by the
Depositor, the Issuer or any other Person;



     (b) if such Trust Account Property is a security entitlement (as defined in the UCC), by (i)
causing the Eligible Institution then maintaining the applicable Eligible Account to become the
entitlement holder of such security entitlement, (ii) causing the Eligible Institution to credit
such security entitlement to the appropriate Eligible Account thereby creating a securities
entitlement with respect to the financial asset underlying such securities entitlement and (iii)
causing the Eligible Institution to agree pursuant to a Control Agreement that it will comply with
“entitlement orders” (as defined in the UCC) originated by the Indenture Trustee with respect to
each security entitlement (as defined in the UCC) without further consent by the Depositor, Issuer
or any other Person;



5









 





     (c) if such Trust Account Property is an uncertificated security (as defined in the UCC), by
(i) causing the Eligible Institution then maintaining the applicable Eligible Account to become the
registered owner of such uncertificated security, (ii) causing such registration to remain
effective and (iii) causing the Eligible Institution to credit such uncertificated security to the
appropriate Eligible Account thereby creating a securities entitlement with respect to the
uncertificated security and (iv) causing the Eligible Institution to agree pursuant to a Control
Agreement that it will comply with “entitlement orders” (as defined in the UCC) originated by the
Indenture Trustee with respect to each security entitlement (as defined in the UCC) without further
consent by the Depositor, Issuer or any other Person;



     (d) if such Trust Account Property consists of deposit accounts (as defined in the UCC) by
either (i) causing the Indenture Trustee to be the customer with respect to such deposit accounts
or (ii) causing the bank maintaining such deposit account to enter into a Control Agreement
pursuant to which it agrees to comply with all instructions issued by the Indenture Trustee without
further consent by the Depositor, Issuer or any other Person;



     (e) in the case of any general intangibles, by causing an effective financing statement naming
the Issuer as debtor and the Indenture Trustee as secured party and covering such general
intangibles to be filed in the location (within the meaning of Section 9-307 of the UCC) of the
Issuer; and



     (f) in the case of any Trust Account Property not covered above or as an additional method of
delivery for any of the foregoing, by delivering to the Indenture Trustee a legal opinion of
counsel reasonably satisfactory to the Indenture Trustee specifying another method of delivery that
will result in the Indenture Trustee having a valid and perfected security interest therein and by
delivery in compliance with the method specified in such legal opinion.



     “Depositor” means Hyundai ABS Funding Corporation, a Delaware corporation, and its
successors in interest.



     “Determination Date” means, with respect to each Payment Date, the tenth calendar day
of the month in which such Payment Date occurs (or if such tenth day is not a Business Day, the
next succeeding Business Day).



     “Eligible Account” means a segregated securities account with an Eligible Institution.



     “Eligible Institution” means the following:



          (a) a depository institution or trust company





(i) whose commercial paper, short-term unsecured debt obligations or other
short-term deposits are rated “P-1” by Moody’s or “A-1+” by Standard &
Poor’s or “F1” by Fitch, if the deposits are to be held in the account for
30 days or less, or




(ii) whose long-term unsecured debt obligations are rated at least “Aa3” by
Moody’s or “AA-” by Standard & Poor’s or “AA-” by Fitch, if the deposits are
to be held in the account more than 30 days, or



6









 






     (b) a segregated trust account or accounts maintained in the trust department of a
federal or state-chartered depository institution having a combined capital and surplus of
at least $50,000,000 and subject to regulations regarding fiduciary funds on deposit similar
to Title 12 of the Code of Federal Regulations Section 9.10(b), or




     (c) any other institution that the Rating Agencies shall approve in writing.



     “Eligible Investments” means book-entry securities, negotiable instruments or
securities represented by instruments in bearer or registered form and that evidence:




     (a) direct obligations of, and obligations fully guaranteed as to the full and timely
payment by, the United States of America;




     (b) demand deposits, time deposits or certificates of deposit of any depository
institution (including any affiliate of the Depositor, the Servicer, the Indenture Trustee
or the Owner Trustee) or trust company incorporated under the laws of the United States of
America or any state thereof or the District of Columbia (or any domestic branch of a
foreign bank) and subject to supervision and examination by Federal or state banking or
depository institution authorities (including depository receipts issued by any such
institution or trust company as custodian with respect to any obligation referred to in the
first bullet point above or a portion of such obligation for the benefit of the holders of
such depository receipts); provided that at the time of the investment or contractual
commitment to invest therein (which shall be deemed to be made again each time funds are
reinvested following each Payment Date), the commercial paper or other short-term senior
unsecured debt obligations (other than such obligations the rating of which is based on the
credit of a person other than such depository institution or trust company) of such
depository institution or trust company shall have a credit rating from each Rating Agency
in the highest investment category granted thereby;




     (c) commercial paper (including commercial paper of any affiliate of Depositor, the
Servicer, the Indenture Trustee or the Owner Trustee) having, at the time of the investment
or contractual commitment to invest therein, a rating from each Rating Agency in the highest
investment category granted thereby;




     (d) investments in money market funds (including funds for which the Depositor, the
Servicer, the Indenture Trustee or the Owner Trustee or any of their respective affiliates
is investment manager or advisor) having a rating from each of Moody’s and Standard & Poor’s
in the highest investment category granted thereby;




     (e) bankers’ acceptances issued by any depository institution or trust company referred
to in clause (b) above;




     (f) repurchase obligations with respect to any security that is a direct obligation of,
or fully guaranteed by, the United States of America or any agency or instrumentality
thereof the obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (b);



7









 






     (g) any other investment with respect to which the Issuer, the Indenture Trustee or the
Servicer has received written notification from each Rating Agency that the acquisition of
such investment will satisfy the Rating Agency Condition.



     “Eligible Servicer” means Hyundai Motor Finance Company or any other Person that at
the time of its appointment as Servicer (a) is servicing a portfolio of motor vehicle retail
installment sale contracts or motor vehicle installment loans, (b) is legally qualified and has the
capacity to service the Receivables, (c) has demonstrated the ability professionally and
competently to service a portfolio of motor vehicle retail installment sale contracts or motor
vehicle installment loans similar to the Receivables with reasonable skill and care and (iv) has a
minimum net worth of $100,000,000.



     “Fee Letter” means the letter regarding fees dated [       ], 200[       ] between
the Depositor, the Owner Trustee and HMFC.



     “Financed Vehicle” means a new or used automobile, light-duty truck, van or minivan,
together with all accessions thereto, securing an Obligor’s indebtedness under the related
Contract.



     “First Priority Principal Distribution Amount” means, with respect to any Payment
Date, an amount, not less than zero, equal to the result of (a) the aggregate outstanding principal
amount of the Class A Notes as of the preceding Payment Date (after giving effect to any principal
payments made on the Class A Notes on that preceding Payment Date), minus (b) the Adjusted Pool
Balance at the end of the Collection Period preceding that Payment Date; provided,
however, that the First Priority Principal Distribution Amount shall not exceed the sum of
the aggregate outstanding principal amount of all of the Notes on that Payment Date (after giving
effect to any principal payments made on the Notes on that preceding Payment Date); and
provided further, that the First Priority Principal Distribution Amount on and
after the Stated Maturity Date of a class of Class A Notes shall not be less than the amount that
is necessary to reduce the outstanding principal amount of such class of the Class A Notes and all
earlier maturing classes of Class A Notes to zero.



     “Fitch” means Fitch, Inc., and its successors.



     “HMFC” means Hyundai Motor Finance Company, a California corporation, and its
successors.



     “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.



     “Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture,
its successors in interest and any successor trustee under the Indenture.



     “Initial Class A-1 Note Balance” means $[       ].



     “Initial Class A-2 Note Balance” means $[       ].



8









 





     “Initial Class A-3 Note Balance” means $[       ].



     “Initial Class A-4 Note Balance” means $[       ].



     “Initial Class B Note Balance” means $[       ].



     “Initial Class C Note Balance” means $[       ].



     “Initial Class D Note Balance” means $[       ].



     “Initial Pool Balance” means, an amount equal to the aggregate Principal Balance of
the Receivables as of the Cutoff Date.



     “Insolvency Event” means, with respect to a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in respect of such Person
or any substantial part of its property in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such
Person or for any substantial part of its property, or ordering the winding-up or liquidation of
such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an involuntary case under any
such law, or the consent by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for
any substantial part of its property, or the making by such Person of any general assignment for
the benefit of creditors, or the failure by such Person generally to pay its debts as such debts
become due, or the taking of action by such Person in furtherance of any of the foregoing.



     “Interest Distribution Account” means, the account designated as such, established and
maintained pursuant to Section 5.01(a)(iv).



     “Interest Period” means, with respect to the Class A-1 Notes, the period from and
including the most recent Payment Date on which interest has been paid (or, in the case of the
first Payment Date, the Closing Date) to but excluding the next succeeding Payment Date and, with
respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the
Class C Notes and the Class D Notes, the period from and including the 15th day of the
calendar month (or, in the case of the first Payment Date, from and including the Closing Date) to
but excluding the 15th day of the next calendar month.



     “Investment Earnings” means, with respect to any Payment Date, any investment earnings
(net of losses and investment expenses) on amounts on deposit in a Trust Account.



     “Issuer” means Hyundai Auto Receivables Trust 200[      ]-[      ].



     “Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any
kind, other than tax liens, mechanics’ liens and any liens that attach to the respective Receivable
by operation of law as a result of any act or omission by the related Obligor.



9









 





     “Liquidated Receivable” means a Receivable with respect to which the earliest of the
following shall have occurred: (a) the related Financed Vehicle has been repossessed and
liquidated, (b) the related Financed Vehicle has been repossessed for 90 days or more and has not
yet been liquidated, (c) the end of the Collection Period in which the Receivable becomes more than
120 days past due, or (d) the Servicer has determined in accordance with its collection policies
that all amounts that it expects to receive with respect to the Receivable have been received.



     “Liquidation Proceeds” means, with respect to any Liquidated Receivable, all proceeds
of the liquidation of such Liquidated Receivable, net of the sum of any out-of-pocket expenses of
the Servicer reasonably allocated to the auction, repossession, transport, reconditioning and
liquidation and any amounts required by law to be remitted or allocated to the account of the
Obligor on such Liquidated Receivable.



     “Moody’s” means Moody’s Investors Service, Inc., and its successors.



     “Note Balance” means, as of any date of determination, an amount equal to (a) the sum
of (i) the Initial Class A-1 Note Balance, (ii) the Initial Class A-2 Note Balance, (iii) the
Initial Class A-3 Note Balance, (iv) the Initial Class A-4 Note Balance, (v) the Initial Class B
Note Balance, (vi) the Initial Class C Note Balance and (vii) the Initial Class D Note Balance less
(b) all amounts distributed to Noteholders on or prior to such date and allocable to principal
thereon.



     “Note Distribution Account” means the account designated as such, established and
maintained pursuant to Section 5.01(a)(ii).



     “Note Pool Factor” means, with respect to each Class of Notes as of the close of
business on the last day of a Collection Period, a seven-digit decimal figure equal to the
Outstanding Amount of such Class of Notes (after giving effect to any reductions thereof to be made
on the immediately following Payment Date) divided by the original Outstanding Amount of such Class
of Notes. The Note Pool Factor will be 1.0000000 as of the Closing Date; thereafter, the Note Pool
Factor will decline to reflect reductions in the Outstanding Amount of such Class of Notes.



     “Noteholders” shall mean the Class A-1 Noteholders, the Class A-2 Noteholders, the
Class A-3 Noteholders, the Class A-4 Noteholders, the Class B Noteholders, the Class C Noteholders
or the Class D Noteholders.



     “Notes” shall mean the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes.



     “Obligor” means a person who obtained installment credit for the purchase of a
Financed Vehicle the terms of which are evidenced by a Contract, and any other person obligated to
make payments thereunder.



     “Officers’ Certificate” means a certificate signed by (a) the chairman of the board,
any vice president, the controller or any assistant controller and (b) the president, a treasurer,
assistant treasurer, secretary or assistant secretary of the Depositor or the Servicer, as
appropriate.



10









 





     “Opinion of Counsel” means one or more written opinions of counsel, who may be an
employee of or counsel to the Issuer, Seller or the Servicer, which counsel shall be reasonably
acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable, and
which shall be addressed to the Owner Trustee and the Indenture Trustee.



     “Other Assets” means any assets (or interests therein) (other than the Trust Estate)
conveyed or purported to be conveyed by the Depositor to another Person or Persons other than the
Issuer, whether by way of a sale, capital contribution or by virtue of the granting of a lien.



     “Outstanding Amount” means, as of any date of determination, the aggregate principal
amount of a Class of Notes outstanding as of such date of determination.



     “Owner Trustee” means [       ], acting not in its individual capacity but
solely as owner trustee under the Trust Agreement.



     “Payment Date” means, with respect to each Collection Period, the 15th day
of the following month or, if such day is not a Business Day, the immediately following Business
Day, commencing on [       ], 20[       ].



     “Person” means any individual, corporation, limited liability company, estate,
partnership, joint venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political subdivision thereof.



     “Physical Property” has the meaning assigned to such term in the definition of
“Delivery” above.



     “Pool Balance” means, with respect to any Payment Date, an amount equal to the
aggregate Principal Balance of the Receivables at the end of the related Collection Period, after
giving effect to all payments of principal received from Obligors and Purchased Amounts to be
remitted by the Servicer for such Collection Period and reduction to zero of the aggregate
outstanding Principal Balance of all Receivables that became Liquidated Receivables during such
Collection Period.



     “Principal Balance” means, as of any time with respect to any Receivable, the
principal balance of such Receivable as of the close of business on the last day of the preceding
Collection Period under the terms of the Receivable determined in accordance with the customary
servicing practices.



     “Principal Distribution Account” means that account designated as such established and
maintained pursuant to Section 5.01(a)(iv).



     “Purchased Amount” means, with respect to any Receivable that became a Purchased
Receivable, the unpaid principal balance owed by the Obligor thereon plus interest on such amount
at the applicable APR to the last day of the Collection Period of repurchase.



     “Purchased Receivable” means a Receivable purchased as of the close of business on the
last day of a Collection Period by or on behalf of the Servicer pursuant to Section 4.07 of this



11









 




Agreement or by or on behalf of the Seller pursuant to Section 3.03 of this Agreement or
Section 7.02 of the Receivables Purchase Agreement.




     “Rating Agency” means Fitch, Moody’s or Standard & Poor’s, as the context may require.
If none of Fitch, Moody’s, Standard & Poor’s or a successor thereto remains in existence, “Rating
Agency” shall mean any nationally recognized statistical rating organization or other comparable
Person designated by the Depositor and, written notice of which designation shall be given to the
Owner Trustee, the Indenture Trustee and the Servicer.



     “Rating Agency Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days’ (or such shorter period as shall be acceptable to each Rating
Agency) prior notice thereof and that each Rating Agency shall not have notified the Issuer or the
Indenture Trustee in writing that such action will result in a reduction, withdrawal or down-grade
of the then-current rating of each class of Notes.



     “Realized Losses” means, with respect to any Receivable that becomes a Liquidated
Receivable, the excess of the Principal Balance thereof over the portion of related Liquidation
Proceeds allocable to principal.



     “Receivable” means any Contract listed on Schedule A (which Schedule may be in the
form of microfiche).



     “Receivable Files” means the following documents with respect to each Financed
Vehicle:




     (i) the fully executed original of each Receivable (together with any agreements
modifying each such Receivable, including any extension agreement);




     (ii) the original credit application, or a copy thereof, fully executed by each Obligor
thereon;




     (iii) the original certificate of title or such other documents evidencing the security
interest of the Seller in the related Financed Vehicle; and




     (iv) any and all other documents that the Servicer shall have kept on file in
accordance with its customary procedures relating to Receivables, Obligors or Financed
Vehicles.



     “Receivables Purchase Agreement” means the Receivables Purchase Agreement dated as of
[      ], 200[       ], between the Seller and the Depositor, as amended, supplemented, amended
and restated or otherwise modified from time to time.



     “Record Date” means, as to any Payment Date, the day immediately preceding such
Payment Date.



     “Recoveries” means, with respect to any Receivable that becomes a Liquidated
Receivable, monies collected in respect thereof (other than Liquidation Proceeds), from whatever
source, net of the sum of any amounts expended (and not otherwise reimbursed) by the Servicer



12









 




for the account of the Obligor and any amounts required by law to be remitted or allocated to
the account of the Obligor.




     “Regular Principal Distribution Amount” means, with respect to any Payment Date, an
amount no less than zero equal to the excess, if any, of (a) the aggregate outstanding principal
amount of the Notes immediately preceding such Payment Date over (b)(i) the Adjusted Pool Balance
as of the last day of the related Collection Period minus (ii) the Target Overcollateralization
Amount with respect to such Payment Date; provided, however, that the Regular
Principal Distribution Amount shall not exceed the sum of the aggregate outstanding principal
amount of all of the Notes on such Payment Date (after giving effect to any principal payments made
on the Notes on such Payment Date in respect of the First Priority Principal Distribution Amount,
the Second Priority Principal Distribution Amount, and the Third Priority Principal Distribution
Amount, if any); and provided further, that the Regular Principal Distribution
Amount on or after the Class D Stated Maturity Date shall not be less than the amount that is
necessary to reduce the outstanding principal amount of the Class D Notes to zero.



     “Reserve Account” means the account designated as such, established by the Issuer and
maintained by the Indenture Trustee pursuant to Section 5.01(a)(iii).



     “Reserve Account Deposit” means $[       ].



     “Reserve Account Required Amount” means with respect to any Payment Date, an amount
equal to [       ]% of the Adjusted Pool Balance as of the Cutoff Date; provided,
however, that in no event shall the Reserve Account Required Amount on any Payment Date be
more than the aggregate outstanding principal amount of the Notes on such Payment Date (after
giving effect to the allocation of principal payments on such Payment Date).



     “Reserve Account Withdrawal Amount” means, with respect to each Payment Date, the
lesser of (x) the Available Amounts Shortfall with respect to such Payment Date and (y) and the
amount on deposit in the Reserve Account on such Payment Date.



     “Responsible Officer” means the chairman of the board, the president, any executive
vice president, any vice president, the treasurer, any assistant treasurer, the secretary, or any
assistant secretary of the Servicer.



     “Scheduled Payment” means, with respect to each Receivable, the scheduled monthly
payment amount set forth in the related Contract and required to be paid by the Obligor during each
Collection Period.



     “Second Priority Principal Distribution Amount” means, with respect to any Payment
Date, an amount not less than zero equal to (a) an amount equal to (i) the sum of the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes as of the preceding Payment
Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes
on that preceding Payment Date), minus (ii) the Adjusted Pool Balance at the end of the Collection
Period preceding that Payment Date, minus (b) the First Priority Principal Distribution Amount;
provided, however, that the Second Priority Principal Distribution Amount shall not
exceed the sum of the aggregate outstanding principal amount of all of the Notes on that Payment
Date (after giving effect to any principal payments made on the Notes on that preceding



13









 




Payment Date); and provided further, that the Second Priority Principal
Distribution Amount on and after the Class B Maturity Date shall not be less than the amount that
is necessary to reduce the outstanding principal amount of the Class B Notes to zero.




     “Securities” means the Notes and the Certificates.



     “Securities Account Control Agreement” means the Securities Account Control Agreement
dated as of [       ], 200[     ] between the Trust, the Indenture Trustee and the Securities
Intermediary, as amended, supplemented, amended and restated or otherwise modified from time to
time.



     “Securities Intermediary” means [       ], in its capacity as the
securities intermediary in the Securities Account Control Agreement.



     “Securityholders” means the Noteholders and/or the Certificateholders, as the context
may require.



     “Seller” means HMFC and its successors in interest as seller of the Receivables to the
Depositor pursuant to the Receivables Purchase Agreement.



     “Servicer” means HMFC, as the servicer of the Receivables, and each successor to HMFC
(in the same capacity) pursuant to Section 7.03 or 8.03.



     “Servicer Termination Event” has the meaning set forth in Section 8.01.



     “Servicer’s Certificate” means an Officers’ Certificate of the Servicer delivered
pursuant to Section 4.09, substantially in the form of Exhibit C.



     “Servicing Fee” means an amount equal to the product of the Servicing Fee Rate and the
aggregate Principal Balance of the Receivables as of the first day of the related Collection
Period.



     “Servicing Fee Rate” means 1.00% per annum.



     “Simple Interest Method” means the method of allocating the monthly payments received
with respect to a Receivable to interest in an amount equal to the product of (a) the applicable
APR, (b) the period of time (expressed as a fraction of a year, based on the actual number of days
in the calendar month and 365 days in the calendar year) elapsed since the preceding payment was
made under such Receivable and (c) the outstanding principal amount of such Receivable, and
allocating the remainder of each such monthly payment to principal.



     “Simple Interest Receivable” means any Receivable under which the portion of a payment
allocable to interest and the portion allocable to principal is determined in accordance with the
Simple Interest Method.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The
McGraw-Hill Companies, Inc., and its successors.



14









 





     “Stated Maturity Date” means, for each class of Notes, the respective date set forth
opposite such class of Notes in the table below or, if such date is not a Business Day, the next
succeeding Business Day:



	 	 	 
	Class	 	Stated Maturity Date
	Class A-1 Notes
	 	[       ], 20[  ]
	Class A-2 Notes
	 	[       ], 20[  ]
	Class A-3 Notes
	 	[       ], 20[  ]
	Class A-4 Notes
	 	[       ], 20[  ]
	Class B Notes
	 	[       ], 20[  ]
	Class C Notes
	 	[       ], 20[  ]
	Class D Notes
	 	[       ], 20[  ]






     “Target Overcollateralization Amount” means, with respect to any Payment Date, the
greater of (a) [5.00]% of the Adjusted Pool Balance, minus amounts on deposit in the Reserve
Account after withdrawals from the Reserve Account but prior to deposits to the Reserve Account, in
each case, on such Payment Date and (b) [1.00]% of the Adjusted Pool Balance as of the Cut-off
Date. Notwithstanding the foregoing, the Target Overcollateralization Amount shall not exceed the
Adjusted Pool Balance on such Payment Date.



     “Third Priority Principal Distribution Amount” means, with respect to any Payment
Date, an amount not less than zero equal to (a) an amount equal to (i) the sum of the aggregate
outstanding principal amount of the Class A Notes, the Class B Notes and the Class C Notes as of
the preceding Payment Date (after giving effect to any principal payments made on the Class A
Notes, the Class B Notes and the Class C Notes on that preceding Payment Date), minus (ii) the
Adjusted Pool Balance at the end of the Collection Period, minus (b) the sum of (i) the First
Priority Principal Distribution Amount, plus (ii) the Second Priority Principal Distribution
Amount; provided, however, that the Third Priority Principal Distribution Amount
shall not exceed the sum of the aggregate outstanding principal amount of all of the Notes on that
Payment Date (after giving effect to any principal payments made on the Notes on that preceding
Payment Date); and provided further, that the Third Priority Principal Distribution
Amount on and after the Class C Maturity Date shall not be less than the amount that is necessary
to reduce the outstanding principal amount of the Class C Notes to zero.



     “Total Required Payment” means (a) with respect to any Payment Date prior to the
occurrence of an “Event of Default” under the Indenture which has resulted in the acceleration of
the Notes, the sum of (i) the Servicing Fee for the related Collection Period and all unpaid
Servicing Fees from prior Collection Periods, (ii) unreimbursed Advances, (iii) the accrued and
unpaid interest on the Notes, (iv) an amount equal to the change in the Adjusted Pool Balance
during the related Collection Period, and (v) on or after the Stated Maturity Date of any class of



15









 




Notes, an amount necessary to reduce the outstanding principal amount of such class of Notes
to zero, and (b) with respect to any Payment Date following the occurrence and during the
continuation of an “Event of Default” under the Indenture which has resulted in an acceleration of
the Notes, until the Payment Date on which the outstanding principal amount of all the Notes has
been paid in full, the sum of (i) the specified amounts payable to the Indenture Trustee, (ii) the
Servicing Fee for the related Collection Period and all unpaid Servicing Fees from prior Collection
Periods, (iii) unreimbursed Advances, (iv) the accrued and unpaid interest on the Notes and (v) the
amount necessary to reduce the outstanding principal amount of all the Notes to zero.




     “Trust” means the Issuer.



     “Trust Account Property” means the Trust Accounts, all amounts and investments held
from time to time in any Trust Account and all proceeds of the foregoing.



     “Trust Accounts” shall mean the Collection Account, the Note Distribution Account and
the Reserve Account.



     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of [
], 200[ ], between the Depositor, the Administrator and the Owner Trustee, as amended,
supplemented, amended and restated or otherwise modified from time to time.



     “Trust Officer” means, in the case of the Indenture Trustee or any Officer within the
Corporate Trust Office of the Indenture Trustee, as the case may be, including any Vice President,
Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of the
Indenture Trustee customarily performing functions similar to those performed by any of the above
designated officers and also, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer’s knowledge of and familiarity with the particular
subject, in each case having direct responsibility for the administration of the Indenture and,
with respect to the Owner Trustee, any officer in the Corporate Trust Administration Department of
the Owner Trustee with direct responsibility for the administration of the Trust Agreement and the
other Basic Documents on behalf of the Owner Trustee.



     “UCC” means the Uniform Commercial Code, as in effect in the relevant jurisdiction.



     “Yield Supplement Overcollateralization Amount” means with respect to any Payment
Date, the dollar amount set forth next to such Payment Date on Schedule B hereto.



     Section 1.02 Other Definitional Provisions.



          (a) Capitalized terms used herein that are not otherwise defined has the meanings ascribed
thereto in the Indenture or, if not defined therein, in the Trust Agreement.




          (b) All terms defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto unless otherwise defined therein.




16









 








          (c) As used in this Agreement and in any certificate or other document made or delivered
pursuant hereto or thereto, accounting terms not defined in this Agreement or in any such
certificate or other document, and accounting terms partly defined in this Agreement or in any such
certificate or other document to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles. To the extent that the definitions of
accounting terms in this Agreement or in any such certificate or other document are inconsistent
with the meanings of such terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall control.




          (d) The words “hereof,” “herein,” “hereunder” and words of similar import when used in this
Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement; Article, Section, Schedule and Exhibit references contained in this Agreement are
references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; “or” shall include “and/or”; and the term “including” shall mean “including without
limitation”.




          (e) The definitions contained in this Agreement are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and neuter genders of
such terms.




          (f) Any agreement, instrument or statute defined or referred to herein or in any instrument or
certificate delivered in connection herewith means such agreement, instrument or statute as from
time to time amended, modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments incorporated therein; references
to a Person are also to its permitted successors and assigns.




ARTICLE II.




CONVEYANCE OF RECEIVABLES




     Section 2.01 Conveyance of Receivables. In consideration of the Issuer’s delivery to
or upon the order of the Depositor of $[       ], the Certificates and such other amounts
to be distributed to the Depositor on the Closing Date, the Depositor does hereby sell, transfer,
assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations
of the Depositor set forth herein), all right, title and interest of the Depositor in and to:



          (a) the Receivables and all moneys received thereon after the Cutoff Date;




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




          (c) 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 the Financed
Vehicles or the related Obligors, including any vendor’s single interest or other collateral
protection insurance policy;




17









 








          (d) any property that shall have secured a Receivable and shall have been acquired by or on
behalf of the Depositor, the Servicer or the Trust;




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




          (f) all of the Depositor’s rights (but not its obligations) under the Receivables Purchase
Agreement;




          (g) all right, title and interest in the Trust Accounts and all funds, securities or other
assets credited from time to time to the Trust Accounts and in all investments therein and proceeds
thereof (including all Investment Earnings thereon);




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




          (i) the proceeds of any and all of the foregoing (collectively, with the assets listed in
clauses (i) through (viii) above, the “Conveyed Assets”).




     The Depositor and the Issuer agree that the purchase price for the Conveyed Assets sold by the
Depositor to the Issuer represents reasonably equivalent value for the Conveyed Assets. It is the
intention of the Depositor that the transfer and assignment contemplated by this Agreement shall
constitute a sale of the Conveyed Assets from the Depositor to the Trust and the beneficial
interest in and title to the Receivables and the related property shall not be part of the
Depositor’s estate in the event of the filing of a bankruptcy petition by or against the Depositor
under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the
transfer and assignment contemplated hereby is held not to be a sale or is otherwise not effective
to sell the Conveyed Assets, this Agreement shall constitute a grant by the Depositor to the Issuer
of a security interest in all Conveyed Assets and all accounts, money, chattel paper, securities,
instruments, documents, deposit accounts, uncertificated securities, general intangibles, contract
rights, goods and other property consisting of, arising from or relating to such Conveyed Assets,
for the benefit of the Securityholders.



ARTICLE III.




THE RECEIVABLES




     Section 3.01 Representations and Warranties of the Seller.



          (a) The Seller has made each of the representations and warranties set forth in Exhibit A
hereto under the Receivables Purchase Agreement and has consented to the assignment by the
Depositor to the Issuer of the Depositor’s rights with respect thereto. Such representations and
warranties speak as of the respective dates set forth therein, but shall survive the sale, transfer
and assignment of the Receivables to the Issuer and the pledge of such Receivables to the Indenture
Trustee. Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred
and conveyed to the Issuer, as part of the assets of the Issuer, its rights under the Receivables
Purchase Agreement, including the representations and warranties of the Seller therein as set forth
in Exhibit A, upon which representations and warranties the Issuer relies in accepting the
Receivables and delivering the Securities, together with all rights of





18









 







the Depositor with respect to any breach thereof, including the right to require the Seller to
repurchase Receivables in accordance with the Receivables Purchase Agreement. It is understood and
agreed that the representations and warranties referred to in this Section shall survive the sale
and delivery of the Receivables to the Issuer.




          (b) The Seller hereby agrees that the Issuer shall have the right to enforce any and all
rights under the Receivables Purchase Agreement assigned to the Issuer herein, including the right
to cause the Seller to repurchase any Receivable with respect to which it is in breach of any of
its representations and warranties set forth in Exhibit A, directly against the Seller as though
the Issuer were a party to the Receivables Purchase Agreement, and the Issuer shall not be
obligated to exercise any such rights indirectly through the Depositor.




     Section 3.02 Representations and Warranties of the Depositor. The Depositor makes the
following representations and warranties, on which the Issuer relies in accepting the Receivables
and delivering the Securities. Such representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and
assignment of the Receivables by the Depositor to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture:



          (a) This Agreement creates a valid and continuing security interest (as defined in the UCC) in
the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is
enforceable as such against creditors of and purchasers from the Depositor.




          (b) Each Receivable constitutes “chattel paper” within the meaning of the UCC.




          (c) Immediately upon the transfer thereof from the Depositor to the Issuer pursuant to this
Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of
any Lien of any Person.




          (d) The Depositor has caused, or will have caused, within ten days, the filing of all
appropriate financing statements in the proper filing office in the appropriate jurisdiction under
the applicable UCC in order to perfect the security interest in the Receivables granted to the
Issuer under this Agreement.




          (e) Other than the security interest granted to the Issuer pursuant to this Agreement, the
Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Receivables. The Depositor has not authorized the filing of and is not aware of any
financing statements against the Depositor that include a description of collateral describing the
Receivables other than any financing statement relating to the security interest granted to the
Issuer under this Agreement. The Depositor is not aware of any judgment or tax lien filings
against the Depositor.




          (f) The Contracts that constitute or evidence the Receivables do not have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed to any Person
other than the Issuer, except for such marks or notations indicating that they have been pledged,
assigned or otherwise conveyed (i) to the Depositor or the Indenture Trustee in accordance with the
Basic Documents, (ii) pursuant to the Second Amended and Restated





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Receivables Purchase Agreement, dated as of July 23, 2002, as amended, among the Seller,
Hyundai BC Funding Corporation, Amsterdam Funding Corporation, Asset One Securitization, LLC,
Sheffield Receivables Corporation, Société Générale, ABN AMRO Bank N.V., Barclays Bank PLC, Park
Avenue Receivables Company, LLC and JPMorgan Chase Bank, N.A. and the Purchase and Sale Agreement
dated as of January 17, 2000, as amended, between the Seller and Hyundai BC Funding Corporation or
(iii) to HMFC in accordance with Dealer Agreements. All financing statements filed or to be filed
against the Depositor in favor of the Issuer in connection with this Agreement 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 Sale and Servicing
Agreement, will violate the rights of the Issuer.”




     Section 3.03 Repurchase upon Breach. Upon discovery by any party hereto of a breach
of any of the representations and warranties set forth in part (b) of Exhibit A at the time
such representations and warranties were made which materially and adversely affects the interests
of the Issuer or the Noteholders, the party discovering such breach shall give prompt written
notice thereof to the other parties hereto; provided that the failure to give such notice shall not
affect any obligation of the Seller hereunder. If the Seller does not correct or cure such breach
prior to the end of the Collection Period which includes the 60th day (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 in accordance with Section
5.04 on such 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 (or to enforce the obligations
of Seller under the Receivables Purchase Agreement 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
3.03.



ARTICLE IV.




ADMINISTRATION AND SERVICING OF RECEIVABLES




     Section 4.01 Duties of Servicer. The Servicer, for the benefit of the Issuer and the
Indenture Trustee, shall manage, service, administer and make collections on the Receivables and
perform the other actions required of the Servicer under this Agreement. The Servicer shall
service the Receivables in accordance with its customary servicing practices, using the degree of
skill and attention that the Servicer exercises with respect to all other comparable motor vehicle
receivables that it services for itself and others. The Servicer’s duties shall include the
collection and posting of all payments, responding to inquiries of Obligors, investigating
delinquencies,



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sending payment statements to Obligors, reporting any required tax information to Obligors,
monitoring the Collateral, accounting for collections, furnishing monthly and annual statements to
the Owner Trustee and the Indenture Trustee with respect to distributions and performing the other
duties specified herein. The Servicer also shall administer and enforce all rights of the holder
of the Receivables under the Receivables and the Dealer Agreements to the extent and in a manner
consistent with its customary practices. To the extent consistent with the standards, policies and
procedures otherwise required hereby and the Credit and Collection Policy, the Servicer shall
follow its customary standards, policies and procedures and shall have full power and authority,
acting alone, to do any and all things in connection with the managing, servicing, administration
and collection of the Receivables that it may deem necessary or desirable. Without limiting the
generality of the foregoing and subject to Section 4.02, the Servicer is hereby authorized and
empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture
Trustee, the Certificateholders and the Noteholders, or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, and all other comparable
instruments with respect to the Receivables and with respect to the Financed Vehicles. The
Servicer is hereby authorized to commence, in its own name or in the name of the Issuer, the
Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders, a legal proceeding
to enforce a Receivable pursuant to Section 4.03 or to commence or participate in any other legal
proceeding (including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or
a Financed Vehicle. If the Servicer commences or participates in any such legal proceeding in its
own name, the Indenture Trustee or the Issuer shall thereupon be deemed to have automatically
assigned the applicable Receivable to the Servicer solely for purposes of commencing or
participating in such proceeding as a party or claimant, and the Servicer is authorized and
empowered by the Indenture Trustee or the Issuer to execute and deliver in the Indenture Trustee’s
or the Issuer’s name any notices, demands, claims, complaints, responses, affidavits or other
documents or instruments in connection with any such proceeding. If in any enforcement suit or
legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that
it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner
Trustee shall, at the Servicer’s expense and direction, take steps to enforce such Receivable,
including bringing suit in its name or the name of the Issuer, the Indenture Trustee, the
Certificateholders or the Noteholders. The Owner Trustee and the Indenture Trustee shall upon the
written request of the Servicer furnish the Servicer with any powers of attorney and other
documents reasonably necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.




     Section 4.02 Collection of Receivable Payments; Modifications of Receivables.



          (a) Consistent with the standards, policies and procedures required by this Agreement, the
Servicer shall make reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due, and shall follow such
collection procedures as it follows with respect to all comparable motor vehicle receivables that
it services for itself or others. The Servicer is authorized in its discretion to waive any
prepayment charge, late payment charge or any other similar fees that may be collected in the
ordinary course of servicing any Receivable.




          (b) Subject to Section 4.06, the Servicer may grant extensions, rebates, deferrals,
amendments, modifications or adjustments on a Receivable in accordance with its





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customary servicing practices; provided, however, that if the Servicer (i) extends the
date for final payment by the Obligor of any Receivable beyond the last day of the Collection
Period prior to the Class D Maturity Date or (ii) reduces the APR or unpaid principal balance with
respect to any Receivable other than as required by applicable law, it will promptly purchase such
Receivable in the manner provided in Section 4.07.




     Section 4.03 Realization upon Receivables. Consistent with the standards, policies
and procedures required by this Agreement and the Credit and Collection Policy, the Servicer shall
use reasonable efforts to repossess or otherwise convert the ownership of and liquidate any
Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined
that eventual payment in full is unlikely; provided, however, that the Servicer may
elect not to repossess a Financed Vehicle if in its good faith judgment it determines that the
proceeds ultimately recoverable with respect to such Receivable would not be greater than the
expense of such repossession. In repossessing or otherwise converting the ownership of a Financed
Vehicle and liquidating a Receivable, the Servicer is authorized to follow such customary practices
and procedures as it shall deem necessary or advisable, consistent with the standard of care
required by Section 4.01, which practices and procedures may include reasonable efforts to realize
upon any recourse to Dealers, the sale of the related Financed Vehicle at public or private sale,
the submission of claims under an insurance policy and other actions by the Servicer in order to
realize upon a Receivable; provided, however, that in any case in which the
Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with
any repair or towards the repossession of such Financed Vehicle unless it shall determine in its
reasonable judgment that such repair or repossession shall increase the related Liquidation
Proceeds by an amount materially greater than the expense for such repair or repossession. The
Servicer shall be entitled to recover all reasonable expenses incurred by it in the course of
repossessing and liquidating a Financed Vehicle into cash proceeds, but only out of the cash
proceeds of the sale of such Financed Vehicle, any deficiency obtained from the related Obligor or
any amounts received from recourse to the related Dealer.



     Section 4.04 [Reserved].



     Section 4.05 Maintenance of Security Interests in Financed Vehicles. The Servicer
shall, in accordance with its customary servicing procedures, take such steps as are necessary to
maintain perfection of the security interest created by each Receivable in the related Financed
Vehicle. The Servicer is hereby authorized to take such steps as are necessary to re-perfect such
security interest on behalf of the Issuer and the Indenture Trustee in the event of the relocation
of a Financed Vehicle, or for any other reason. In the event that the assignment of a Receivable
to the Issuer is insufficient, without a notation on the related Financed Vehicle’s certificate of
title, or without fulfilling any additional administrative requirements under the laws of the state
in which such Financed Vehicle is located, to perfect a security interest in the related Financed
Vehicle in favor of the Issuer, the Servicer hereby agrees that the designation of HMFC as the
secured party on the certificate of title is in its capacity as agent of the Issuer.



     Section 4.06 Covenants of Servicer. By its execution and delivery of this Agreement,
the Servicer hereby covenants as follows (upon which covenants the Issuer, the Indenture Trustee
and the Owner Trustee rely in accepting the Receivables and delivering the applicable Securities):



22









 





          (a) Liens in Force. The Servicer will not release the Financed Vehicle securing any
Receivable from the security interest granted by such Receivable in whole or in part except (i) in
the event of payment in full by or on behalf of the Obligor thereunder or payment in full less a
deficiency which the Servicer would not attempt to collect in accordance with its customary
servicing practices, (ii) in connection with repossession and sale of the Financed Vehicle or (iii)
as may be required by an insurer in order to receive proceeds from any Insurance Policy covering
such Financed Vehicle;




          (b) No Impairment. The Servicer shall do nothing to impair the rights of the Trust in
the property of the Trust;




          (c) No Amendments. The Servicer shall (i) not extend the date for final payment by
the Obligor of any Receivable beyond the last day of the Collection Period prior to the Class D
Maturity Date; or (ii) reduce the APR or unpaid principal balance with respect to any Receivable
other than as required by applicable law.




     Section 4.07 Purchase of Receivables Upon Breach. Upon discovery by any party hereto
of a breach of any of the covenants set forth in Sections 4.02, 4.03, 4.05
or 4.06 which materially and adversely affects the interests of the Issuer or the
Noteholders, the party discovering such breach shall give prompt written notice thereof to the
other parties hereto; provided that the failure to give such notice shall not affect any obligation
of the Servicer under this Section 4.07. If the Servicer does not correct or cure such breach
prior to the end of the Collection Period which includes the 60th day (or, if the Servicer elects,
an earlier date) after the date that the Servicer became aware or was notified of such breach, then
the Servicer shall purchase any Receivable materially and adversely affected by such breach from
the Issuer on the Payment Date following the end of such Collection Period. Any such purchase by
the Servicer shall be at a price equal to the Purchased Amount. In consideration for such
repurchase, the Servicer 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 in accordance with
Section 5.04 on such Payment Date. Upon payment of such Purchased Amount by the Servicer, 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 Servicer or its designee any Receivable repurchased pursuant
hereto. It is understood and agreed that the obligation of the Servicer to purchase any Receivable
as described above shall constitute the sole remedy respecting such breach available to the Issuer,
the Owner Trustee, the Certificateholders, the Noteholders and the Indenture Trustee.



     Section 4.08 Servicing Fee. The Servicing Fee shall be payable to the Servicer on
each Payment Date. The Servicing Fee shall be calculated on the basis of a 360-day year comprised
of twelve 30-day months. In addition, the Servicer will be entitled to retain all late fees,
extension fees, non-sufficient funds charges and any and all other administrative fees and expenses
or similar charges allowed by applicable law with respect to any Receivable. The Servicer also
will be entitled to receive investment earnings (net of investment losses and expenses) on funds
deposited in the Collection Account during each Collection Period. The Servicer shall be required
to pay all expenses incurred by it in connection with its activities under this Agreement
(including taxes imposed on the Servicer and expenses incurred in connection with distributions and
reports made by the Servicer to the Owner Trustee and the Indenture



23









 




Trustee). The Servicer shall be required to pay all of the Indenture Trustee’s fees,
expenses, reimbursements and indemnifications.




     Section 4.09 Servicer’s Certificate. The Servicer shall prepare and deliver to the
Owner Trustee, the Indenture Trustee, and the Depositor, with a copy to each Rating Agency, two
Business Days prior to each Payment Date a Servicer’s Certificate containing all information
necessary to make the distributions to be made on the related Payment Date pursuant to Section 5.05
for the related Collection Period and such Servicer’s Certificate shall be certified by a
Responsible Officer of the Servicer to the effect that the information provided is complete and no
Servicer Termination Events have occurred. If any defaults have occurred, such Servicer’s
Certificate will provide an explanation of such Servicer Termination Events. Receivables to be
purchased by the Servicer or to be repurchased by the Seller and each Receivable that became a
Liquidated Receivable shall be identified by the Servicer by account number with respect to such
Receivable (as specified in the applicable Schedule of Receivables). At the sole option of the
Servicer, each Servicer’s Certificate may be delivered in electronic or hard copy format.



     Section 4.10 Annual Statement as to Compliance, Notice of Servicer Termination Event.



          (a) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, and each Rating
Agency, within 120 days after the end of the Servicer’s fiscal year (or, in the case of the first
such certificate, not later than [       ], 20[       ]), an Officer’s Certificate signed by a
Responsible Officer of the Servicer, stating that (i) a review of the activities of the Servicer
during the preceding 12-month period (or such shorter period in the case of the first such
Officer’s Certificate) and of the performance of its obligations under this Agreement has been made
under such officer’s supervision and (ii) to such officer’s knowledge, based on such review, the
Servicer has fulfilled all its obligations under this Agreement throughout such period or, if there
has been a default in the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.




          (b) The Servicer shall deliver to the Owner Trustee, the Indenture Trustee, and each Rating
Agency, promptly after having obtained knowledge thereof, written notice in an Officer’s
Certificate of any event that with the giving of notice or lapse of time or both would become a
Servicer Termination Event under Section 8.01.




     Section 4.11 Compliance with Regulation AB. The Servicer agrees to perform all duties
and obligations applicable to or required of the Issuer set forth in Appendix A attached hereto and
made a part hereof in all respects and makes the representations and warranties therein applicable
to it.



     Section 4.12 Access to Certain Documentation and Information Regarding Receivables.
The Servicer shall provide to representatives of the Owner Trustee, the Indenture Trustee and the
Certificateholders reasonable access to the documentation regarding the Receivables and the related
Trust property. The Servicer will provide such access to any Noteholder only in such cases where
the Servicer shall be required by applicable statutes or regulations to permit a Noteholder to
review such documentation. In each case, access shall be afforded without charge, but only upon
reasonable request and during the normal business hours at the offices of the Servicer. Nothing in
this Section shall affect the obligation of the Servicer to observe any



24









 




applicable law prohibiting disclosure of information regarding the Obligors and the failure of
the Servicer to provide access to information as a result of such obligation shall not constitute a
breach of this Section.




     Section 4.13 Term of Servicer. The Servicer hereby covenants and agrees to act as
Servicer under, and for the term of, this Agreement, subject to the provisions of Sections 7.03 and
7.06.



     Section 4.14 Annual Independent Accountants’ Report. The Servicer shall cause a firm
of independent certified public accountants, which may also render other services to the Servicer
or its Affiliates, to deliver to the Owner Trustee, the Indenture Trustee, and each Rating Agency,
within 120 days after the end of each fiscal year (or, in the case of the first such report, not
later than [       ], 20[     ]), a report addressed to the Board of Directors of the Servicer,
the Owner Trustee, and the Indenture Trustee, to the effect that such firm has audited the books
and records of the Servicer and issued its report thereon and that (a) such audit was made in
accordance with generally accepted auditing standards and accordingly included such tests of the
accounting records and such other auditing procedures as such firm considered necessary in the
circumstances and (b) the firm is independent of the Depositor and the Servicer within the meaning
of the Code of Professional Ethics of the American Institute of Certified Public Accountants.



     Section 4.15 Reports to the Commission. The Servicer shall, or shall cause the
Depositor to, on behalf of the Issuer, execute and cause to be filed with the Commission any
periodic reports required to be filed with respect to the issuance of the Notes under the
provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the
Commission thereunder. The Depositor shall, at its expense, cooperate in any reasonable request
made by the Servicer in connection with such filings.



     Section 4.16 Compensation of Indenture Trustee. The Servicer will:



          (a) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to
Section 6.10 of the Indenture (a “Separate Trustee”)) from time to time reasonable
compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case
may be, under the Indenture (which compensation shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust);




          (b) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee
or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance
with any provision of the Indenture (including the reasonable compensation, expenses and
disbursements of its agents and counsel), except any such expense, disbursement or advance as may
be attributable to its negligence or bad faith;




          (c) indemnify the Indenture Trustee and any Separate Trustee and their respective agents for,
and hold them harmless against, any losses, liability or expense incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or administration of the
transactions contemplated by the Indenture and the other Basic





25









 







Documents, including the reasonable costs and expenses of defending themselves against any
claim or liability in connection with the exercise or performance of any of their powers or duties
under the Indenture; and




          (d) indemnify the Owner Trustee and its agents, successors, assigns and servants in accordance
with Section 8.02 of the Trust Agreement to the extent that amounts thereunder have not been paid
pursuant to Section 5.05 of this Agreement.




ARTICLE V.




DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS




     Section 5.01 Accounts.



          (a) (i) On or prior to the Closing Date, the Servicer shall establish, or cause to be
established, an account with and in the name of the Indenture Trustee (the “Collection
Account”), which shall be maintained as an Eligible Account and shall bear a designation
clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders.





          (ii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer
to establish with and maintain in the name of the Indenture Trustee an Eligible
Account (including the subaccounts referred to in clause (iv) below, the “Note
Distribution Account”), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Noteholders.




          (iii) The Issuer, for the benefit of the Noteholders, shall cause the Servicer
to establish with and maintain in the name of the Indenture Trustee an Eligible
Account (the “Reserve Account”), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Noteholders.




          (iv) The Issuer shall also cause to be established two administrative
subaccounts within the Note Distribution Account, which subaccounts shall be
designated the “Interest Distribution Account” and the “Principal
Distribution Account”, respectively. The Interest Distribution Account and
the Principal Distribution Account are established and maintained solely for
administrative purposes.




          (v) Funds on deposit in the Reserve Account, shall be invested by the
Indenture Trustee in Eligible Investments selected in writing by the Servicer;
provided, however, that if the Servicer fails to select any
Eligible Investment, such funds shall remain uninvested. All such Eligible
Investments shall be held by the Indenture Trustee for the benefit of the
Noteholders and/or the Certificateholders, as applicable. Other than as permitted
in writing by the Rating Agencies, funds on deposit in the Reserve Account shall
be invested in Eligible Investments that will mature so that such funds will be
available on the next Payment Date. Funds deposited in the Reserve Account, upon
the



26









 






maturity of any Eligible Investments on a day which immediately precedes a
Payment Date, are not required to be invested overnight.




(vi) Funds on deposit in the Collection Account shall be invested by the
Indenture Trustee in Eligible Investments selected in writing by the Servicer;
provided, however, that if the Servicer fails to select any
Eligible Investments, such funds shall remain uninvested. All such Eligible
Investments shall be held by the Indenture Trustee for the benefit of the
Noteholders and/or the Certificateholders, as applicable. Other than as permitted
in writing by the Rating Agencies, funds on deposit in the Collection Account
shall be invested in Eligible Investments that will mature so that such funds will
be available on the next Payment Date. Investment earnings on funds deposited in
the Collection Account, net of losses and investment expenses, shall be released
to the Servicer on each Payment Date and shall be the property of the Servicer.



          (b) (i) The Indenture Trustee shall possess all right, title and interest in all funds
received and all funds on deposit from time to time in the Trust Accounts and in all proceeds
thereof. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Noteholders and the Certificateholders, as the case may be. If, at any
time, a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on
its behalf) shall within ten (10) Business Days (or such longer period, not to exceed 15 calendar
days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible
Account and shall transfer any cash or any investments from the account that is no longer an
Eligible Account to the Trust Account. Neither the Servicer nor the Indenture Trustee shall in any
way be held liable by reason of any insufficiency in any Trust Account resulting from any
investment loss in any Eligible Investment.





          (ii) The Servicer shall have the power, revocable by the Indenture Trustee or
by the Owner Trustee with the consent of the Indenture Trustee, to instruct the
Indenture Trustee in writing to make withdrawals and payments from the Trust
Accounts and the Certificate Deposit Account for the purpose of withdrawing any
amounts deposited in error into such accounts.



     Section 5.02 Application of Collections. All payments received from or on behalf of
an Obligor during each Collection Period with respect to each Receivable (other than a Purchased
Receivable) shall be applied to interest and principal in accordance with the Simple Interest
Method. The Servicer shall make all deposits of Collections and other Available Amounts received
into the Collection Account on the second Business Day following receipt thereof. However, so long
as the Monthly Remittance Condition is satisfied, the Servicer may retain such amounts received
during a Collection Period until one Business Day prior to the related Payment Date. The
“Monthly Remittance Condition” shall be deemed to be satisfied if (i) HMFC or one of its
Affiliates is the Servicer, (ii) no Servicer Termination Event has occurred and is continuing and
(iii) HMFC has a short-term debt rating of at least “Prime-1” from Moody’s, “A-1” from Standard
& Poor’s and “F-1” from Fitch. Notwithstanding the foregoing, the Servicer
may remit Collections to the Collection Account on any other alternate remittance schedule (but not
later than the Business Day prior to the related Payment Date) if the Rating Agency
Condition is satisfied with respect to such alternate remittance schedule. Pending deposit into the
Collection



27









 




Account, Collections may be commingled and used by the Servicer at its own risk and are not
required to be segregated from its own funds.




     Section 5.03 Property of the Trust. All payments and other proceeds of any type and
from any source on or with respect to the Receivables shall be the property of the Trust, subject
to the Lien of the Indenture and the rights of the Indenture Trustee thereunder.



     Section 5.04 Purchased Amounts. The Servicer or the Seller shall deposit or cause to
be deposited in the Collection Account, on the Business Day preceding each Payment Date, the
aggregate Purchased Amount with respect to Purchased Receivables and the Servicer shall deposit
therein all amounts to be paid under Section 4.07. Notice of this amount shall be provided in
writing by the applicable party to the Indenture Trustee.



     Section 5.05 Distributions.



          (a) The Servicer shall calculate all amounts required to be deposited pursuant to this Section
and deliver a Servicer’s Certificate two Business Days prior to each Payment Date pursuant to
Section 4.09.




          (b) On each Payment Date, except as specified in Section 5.04(b) of the Indenture, the
Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the
Servicer’s Certificate delivered two Business Days prior to each Payment Date pursuant to Section
4.09) to make the following deposits and distributions from Available Amounts on deposit in the
Collection Account, and to the extent of any Reserve Account Withdrawal Amount from amounts
withdrawn from the Reserve Account in the following order and priority:





          (i) to the Servicer, the Servicing Fee, including any unpaid Servicing Fees
with respect to one or more prior Collection Periods, and Advances not previously
reimbursed to the Servicer;




          (ii) to the Interest Distribution Account, (a) the aggregate amount of
interest accrued for the related Interest Period on each of the Class A Notes at
their respective interest rates on the principal outstanding as of the previous
Payment Date after giving effect to all payments of principal to the Class A
Noteholders on the preceding Payment Date; and (b) the excess, if any, of the
amount of interest payable to the Class A Noteholders on those prior Payment Dates
over the amounts actually paid to the Class A Noteholders on those prior Payment
Dates, plus interest on any such shortfall at their respective interest rates to
the extent permitted by law;




          (iii) to the Principal Distribution Account, the First Priority Principal
Distribution Amount, if any;




          (iv) to the Interest Distribution Account, (a) the aggregate amount of
interest accrued for the related Interest Period on each of the Class B Notes at
the Class B Rate on the principal outstanding as of the previous Payment Date
after giving effect to all payments of principal to the Class B



28









 






Noteholders on the preceding Payment Date; and (b) the excess, if any, of the
amount of interest payable to the Class B Noteholders on prior Payment Dates over
the amounts actually paid to the Class B Noteholders on those prior Payment Dates,
plus interest on any such shortfall at the Class B Rate to the extent permitted by
law;




          (v) to the Principal Distribution Account, the Second Priority Principal
Distribution Amount, if any;




          (vi) to the Interest Distribution Account, (a) the aggregate amount of
interest accrued for the related Interest Period on each of the Class C Notes at
the Class C Rate on the principal outstanding as of the previous Payment Date
after giving effect to all payments of principal to the Class C Noteholders on the
preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Class C Noteholders on prior Payment Dates over the amounts
actually paid to the Class C Noteholders on prior Payment Dates, plus interest on
any such shortfall at the Class C Rate to the extent permitted by law;




          (vii) to the Principal Distribution Account, the Third Priority Principal
Distribution Amount, if any;




          (viii) to the Interest Distribution Account, (a) the aggregate amount of
interest accrued for the related Interest Period on each of the Class D Notes at
the Class D Rate on the principal outstanding as of the previous Payment Date
after giving effect to all payments of principal to the Class D Noteholders on the
preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Class D Noteholders on prior Payment Dates over the amounts
actually paid to the Class D Noteholders on prior Payment Dates, plus interest on
any such shortfall at the Class D Rate to the extent permitted by law;




          (ix) to the Principal Distribution Account, the Regular Principal
Distribution Amount;




          (x) to the Reserve Account, from Available Amounts remaining, the amount, if
any, necessary to cause the amount on deposit in that account to equal the Reserve
Account Required Amount;




          (xi) to the Indenture Trustee and the Owner Trustee, any reimbursements and
expenses, in each case to the extent such reimbursements and expenses have not
been previously paid by the Servicer and to the Securities Intermediary, any
accrued and unpaid indemnification expenses owed to it; and




          (xii) any Available Amounts remaining, if any, to the Owner Trustee or its
agent, for deposit into the Certificate Distribution Account (as



29









 






defined in the Trust Agreement) and subsequent distribution to the
Certificateholder pursuant to Section 5.01 of the Trust Agreement.



     Section 5.06 Reserve Account.



          (a) On or prior to the Closing Date, the Issuer shall cause to be deposited an amount equal to
the Reserve Account Deposit into the Reserve Account from the net proceeds of the sale of the
Notes. The Reserve Account shall be an asset of the Issuer.




          (b) In the event that the Servicer’s Certificate states that there is an Available Amounts
Shortfall, then the Indenture Trustee shall, upon written directions from the Servicer, withdraw
the Reserve Account Withdrawal Amount from the Reserve Account and deposit such Reserve Account
Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the
Business Day prior to the related Payment Date.




          (c) In the event that the amount on deposit in the Reserve Account (after giving effect to all
deposits thereto and withdrawals therefrom on such Business Day on a Payment Date) is greater than
the Reserve Account Required Amount on any Payment Date, the Indenture Trustee shall distribute,
upon written directions from the Servicer, all such amounts to the Certificateholder as per the
monthly Servicer’s Certificate. Upon any such distribution to the Certificateholder, the
Noteholders shall have no further rights in, or claims to, such amounts.




          (d) In the event that on any Payment Date the amount on deposit in the Reserve Account shall
be less than the Reserve Account Required Amount, the Available Amounts remaining after the payment
of the amounts set forth in Section 5.05(b)(i) through (ix), up to an amount equal to such
shortfall, shall be deposited by the Indenture Trustee, upon written directions from the Servicer,
to the Reserve Account on such Payment Date.




          (e) Subject to Section 9.01, amounts will continue to be applied pursuant to Section 5.05
following the payment in full of the Outstanding Amount of Notes until the Pool Balance is reduced
to zero. Following the payment in full of the aggregate Outstanding Amount of the Notes and the
Certificates and of all other amounts owing or to be distributed hereunder or under the Indenture
or the Trust Agreement to the Noteholders and the termination of the Trust, any amount then
allocated to the Reserve Account shall be distributed to the Depositor.




     Section 5.07 Statements to Securityholders. On each Payment Date, the Servicer shall
provide to the Indenture Trustee (with a copy to each Rating Agency) for the Indenture Trustee to
make available to each Noteholder of record as of the most recent Record Date and to the Owner
Trustee for the Owner Trustee to forward to each Certificateholder of record as of the most recent
Record Date a statement substantially in the form of Exhibit B, respectively, setting forth at
least the following information as to the Securities to the extent applicable:



          (a) the amount of collections received with respect to the Receivables during the related
Collection Period and allocable to principal allocable to each Class of Notes on such Payment Date;




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          (b) the amount of collections received with respect to the Receivables during the related
Collection Period and allocable to interest allocable to each Class of Notes on such Payment Date;




          (c) the Outstanding Amount of each Class of Notes and the Note Pool Factor for each such Class
as of the close of business on the last day of the preceding Collection Period, after giving effect
to payments allocated to principal reported under clause (i) above;




          (d) the amount of the Servicing Fee paid to the Servicer and the amount of any fees payable to
the Owner Trustee, or the Indenture Trustee with respect to the related Collection Period;




          (e) the aggregate amounts of Realized Losses, if any, with respect to the related Collection
Period;




          (f) the balance of the Reserve Account on the related Determination Date after giving effect
to deposits and withdrawals to be made on the relevant Payment Date, if any;




          (g) the Pool
Balance as of the close of business on the last day of the related Collection Period, after giving
effect to payments allocated to principal reported under clause (a) above;




          (h) the amount of any deposit to the Reserve Account and the amount and application of any
funds withdrawn from the Reserve Account, in each case with respect to such Payment Date;




          (i) the aggregate principal balance of all Receivables that became Liquidated Receivables or
Purchased Receivables during the related Collection Period;




          (j) the aggregate principal balance and number of Receivables that are 30 to 60 days, 61 to 90
days or 91 days or more delinquent as of the last day of the related Collection Period;




          (k) any Available Amounts Shortfall after giving effect to payments on such Payment Date, and
any change in such amounts from the preceding statement;




          (l) the aggregate Purchased Amounts for Receivables, if any, that were purchased during or
with respect to such Collection Period;




          (m) the aggregate Principal Balance and number of all Receivables with respect to which the
related Financed Vehicle was repossessed;




          (n) the aggregate Principal Balance and number of Receivables with respect to which the
Servicer granted an extension;




          (o) the Yield Supplement Overcollateralization Amount for the next Collection Period;




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          (p) any material change in practices with respect to charge-offs, collection and management of
delinquent Receivables, and the effect of any grace period, re-aging, re-structuring, partial
payments or other practices on delinquency and loss experience;




          (q) any material modifications, extensions or waivers to Receivables, terms, fees, penalties
or payments during such Collection Period;




          (r) any material breaches of representations, warranties or covenants contained in the
Receivables;




          (s) any new issuance of notes or other securities backed by the Receivables;




          (t) any material change in the underwriting, origination or acquisition of Receivables; and




          (u) any amounts distributed to the Certificateholders.




     Each amount set forth on the Payment Date statement under clauses (i), (ii) or (iv) above
shall be expressed as a dollar amount per $1,000 of original principal balance of a Certificate or
Note, as applicable.



     The Indenture Trustee may make any such statement which it is required to provide to the
Noteholders, including, without limitation, all information as may be required to enable each
Noteholder to prepare its respective federal and state income tax returns (and, at its option, any
additional files containing the same information in an alternative format), via its internet web
site (initially located at www.sf.citidirect.com). In connection with providing access to the
Indenture Trustee’s website, the Indenture Trustee may require registration and the acceptance of
certain terms and conditions. The Indenture Trustee shall have the right to change the way such
statements are distributed in order to make such distributions more convenient and/or more
accessible to the above parties and the Indenture Trustee shall provide timely and adequate
notification to the Noteholders regarding any such changes; provided, however, that
the Indenture Trustee will also mail copies of any such statements to any requesting Noteholder who
provides a written request.



     Section 5.08 Advances by the Servicer. By the close of business on the day required
by Section 5.01 hereof, the Servicer may, in its sole discretion, deposit into the Collection
Account, out of its own funds, an Advance; provided, however, that the Servicer
shall not make any Advances with respect to Defaulted Receivables.



ARTICLE VI.




THE DEPOSITOR




     Section 6.01 Representations of Depositor. The Depositor makes the following
representations on which the Issuer relies in accepting the Receivables and delivering the
Securities. Such representations speak as of the execution and delivery of this Agreement and as
of the Closing Date and shall survive the sale, transfer and assignment of the Receivables by the
Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.



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          (a) Organization and Good Standing. The Depositor is duly organized and 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.




          (b) Due Qualification. The Depositor 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 Depositor’s
ability to transfer the Receivables to the Trust pursuant to this Agreement or the validity or
enforceability of the Receivables.




          (c) Power and Authority. The Depositor has the corporate 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 Depositor has full power and authority to sell and assign the
property to be sold and assigned to and deposited with the Issuer, and the Depositor shall have
duly authorized such sale and assignment to the Issuer by all necessary corporate action; and the
execution, delivery and performance of this Agreement and the other Basic Documents to which the
Depositor is a party have been and will be duly authorized by the Depositor by all necessary
corporate action.




          (d) Binding Obligation. This Agreement and the other Basic Documents to which the
Depositor is a party, when duly executed and delivered by the other parties hereto and thereto,
shall constitute legal, valid and binding obligations of the Depositor, enforceable against the
Depositor in accordance with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or 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).




          (e) No Violation. The consummation of the transactions contemplated by this Agreement
and the other Basic Documents and the fulfillment of the terms of this Agreement and the other
Basic Documents shall not conflict with, result in any breach of any of the terms or provisions of
or constitute (with or without notice or lapse of time, or both) a default under, the certificate
of incorporation or bylaws of the Depositor, or any indenture, agreement, mortgage, deed of trust
or other instrument to which the Depositor 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, mortgage, deed of trust or other instrument, other than this Agreement and
the other Basic Documents; or violate any law, order, rule or regulation applicable to the
Depositor of any court or federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor 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 Depositor’s ability to perform its obligations under
the Basic Documents.




          (f) No Proceedings. There are no proceedings or investigations pending or, to the
Depositor’s knowledge, threatened, against the Depositor before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having jurisdiction over





33









 







the Depositor or its properties: (i) asserting the invalidity of this Agreement or any other
Basic Document; (ii) seeking to prevent the issuance of the Notes or the Certificates or the
consummation of any of the transactions contemplated by this Agreement or any other Basic Document;
(iii) seeking any determination or ruling that would materially and adversely affect the
performance by the Depositor of its obligations under, or the validity or enforceability of, this
Agreement or any other Basic Document; or (iv) seeking to adversely affect the federal income tax
attributes of the Trust, the Notes or the Certificates.




          (g) No Consents. The Depositor 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 (i) UCC filings and (ii) consents, licenses,
approvals, registrations, authorizations or declarations which, if not obtained or made, would not
have a material adverse effect 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.




     Section 6.02 Corporate Existence. During the term of this Agreement, the Depositor
will keep in full force and effect its existence, rights and franchises under the laws of the
jurisdiction of its incorporation and will obtain and preserve its qualification to do business in
each jurisdiction in which the failure to be so qualified would materially and adversely affect the
validity and enforceability of this Agreement, the Basic Documents, the proper administration of
this Agreement or the transactions contemplated hereby. In addition, all transactions and dealings
between the Depositor and its Affiliates will be conducted on an arm’s-length basis.



     Section 6.03 Liability of Depositor.



          (a) The Depositor shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Depositor under this Agreement (which shall not include
distributions on account of the Notes or the Certificates).




          (b) The Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering into or
accepting this Agreement, acknowledge and agree that they have no right, title or interest in or to
the Other Assets of the Depositor. To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentence, the Issuer, the Servicer, the Indenture Trustee or
the Owner Trustee either (i) asserts an interest or claim to, or benefit from, Other Assets, or
(ii) is deemed to have any such interest, claim to, or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor provision having
similar effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture Trustee or
the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or
from Other Assets is and will be expressly subordinated to the indefeasible payment in full, which,
under the terms of the relevant documents relating to the securitization or conveyance of such
Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by
such Other Assets (whether or not any such entitlement or security interest is legally perfected or
otherwise entitled to a priority of distributions or





34









 







application under applicable law, including insolvency laws, and whether or not asserted
against the Depositor), including the payment of post-petition interest on such other obligations
and liabilities. This subordination agreement will be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. The Issuer, the Servicer, the Indenture Trustee
and the Owner Trustee each further acknowledges and agrees that no adequate remedy at law exists
for a breach of this Section 6.03(b) and the terms of this Section 6.03(b) may be
enforced by an action for specific performance. The provisions of this Section 6.03(b)
will be for the third party benefit of those entitled to rely thereon and will survive the
termination of this Agreement.




     Section 6.04 Merger or Consolidation of, or Assumption of the Obligations of,
Depositor. Any Person (a) into which the Depositor may be merged or consolidated, (b)
resulting from any merger, conversion, or consolidation to which the Depositor is a party, (c)
succeeding to the business of the Depositor, or (d) more than 50% of the voting stock or voting
power and 50% or more of the economic equity of which is owned directly or indirectly by any
affiliate of HMFC, which Person in any of the foregoing cases executes an agreement of assumption
to perform every obligation of the Depositor under this Agreement, will be the successor to the
Depositor under this Agreement without the execution or filing of any document or any further act
on the part of any of the parties to this Agreement. Notwithstanding the foregoing, if the
Depositor enters into any of the foregoing transactions and is not the surviving entity, (x) the
Depositor shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel
each stating that such merger, conversion, consolidation or succession and such agreement of
assumption comply with this Section 6.04 and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied with and (y) the
Depositor will deliver to the Indenture Trustee an Opinion of Counsel either (A) stating that, in
the opinion of such counsel, all financing statements and continuation statements and amendments
thereto have been executed and filed that are necessary fully to preserve and protect the interest
of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details
of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary
to preserve and protect such interest. It shall be a condition precedent to any of the foregoing
transactions that (1) each Rating Agency will be notified of any merger, consolidation or
succession pursuant to this Section 6.04 and each Rating Agency shall notify the Indenture
Trustee in writing that such merger, consolidation or succession shall not result in a reduction,
withdrawal or downgrade of the then-current rating of each class of Notes and (2) the
organizational documents of the surviving entity shall contain bankruptcy remoteness protections
that are not materially less favorable to the Noteholders than those contained in the Certificate
of Incorporation and Bylaws of the Depositor.



     Section 6.05 Amendment of Depositor’s Organizational Documents. The Depositor shall
not amend its organizational documents except in accordance with the provisions thereof.



ARTICLE VII.




THE SERVICER




     Section 7.01 Representations of Servicer. The Servicer makes the following
representations upon which the Issuer is deemed to have relied in acquiring the Receivables.



35









 




Such representations speak as of the execution and delivery of this Agreement and as of the
Closing Date and shall survive the sale of the Receivables to the Issuer and the pledge thereof to
the Indenture Trustee pursuant to the Indenture.




          (a) Organization and Good Standing. The Servicer is duly organized and validly
existing as a corporation in good standing under the laws of the State of its incorporation, 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, and had at all relevant
times, and has, the corporate power, authority and legal right to acquire, own, and service the
Receivables.




          (b) Due Qualification. The Servicer 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 Servicer’s
ability to acquire, own and service the Receivables.




          (c) Power and Authority. The Servicer 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; and the execution, delivery and performance of this Agreement and the other Basic
Documents to which it is a party have been duly authorized by the Servicer by all necessary
corporate action.




          (d) Binding Obligation. This Agreement and the other Basic Documents to which it is a
party constitute legal, valid and binding obligations of the Servicer, enforceable against the
Servicer in accordance with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement
of creditors’ rights generally and to general principles of equity whether applied in a proceeding
in equity or at law.




          (e) No Violation. The consummation of the transactions contemplated by this Agreement
and the other Basic Documents to which it is a party and the fulfillment of their respective terms
shall 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 Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to
which the Servicer 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,
mortgage, deed of trust or other instrument, other than this Agreement and the other Basic
Documents, or violate any law, order, rule or regulation applicable to the Servicer of any court or
federal or state regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Servicer or any of 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 Servicer’s ability to perform its obligations under the Basic Documents.




          (f) No Proceedings. There are no proceedings or investigations pending or, to the
Servicer’s knowledge, threatened, against the Servicer before any court, regulatory body,





36









 







administrative agency or other tribunal or governmental instrumentality having jurisdiction
over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the
other Basic Documents; (ii) seeking to prevent the issuance of the Securities or the consummation
of any of the transactions contemplated by this Agreement or any of the other Basic Documents;
(iii) seeking any determination or ruling that would materially and adversely affect the
performance by the Servicer of its obligations under, or the validity or enforceability of, this
Agreement or any of the other Basic Documents; or (iv) seeking to adversely affect the federal
income tax or other federal, state or local tax attributes of the Securities.




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




     Section 7.02 Indemnities of Servicer. The Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by the Servicer and the
representations made by the Servicer under this Agreement:



          (a) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee, the Securityholders and the Depositor and any of the officers, directors,
employees and agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against
any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting
from the use, ownership or operation by the Servicer or any Affiliate thereof of a Financed
Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed
Vehicles in compliance with the terms of this Agreement.




          (b) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee and the Depositor and their respective officers, directors, agents and employees,
and the Securityholders, from and against any taxes that may at any time be asserted against any of
such parties with respect to the transactions contemplated in this Agreement, including any sales,
gross receipts, tangible or intangible personal property, privilege or license taxes (but not
including any federal or other income taxes, including franchise taxes asserted with respect to,
and as of the date of, the transfer of the Receivables to the Trust or the issuance and original
sale of the Securities), and any costs and expenses in defending against the same.




          (c) The Servicer shall indemnify, defend and hold harmless the Issuer, the Owner Trustee, the
Indenture Trustee, the Depositor, the Securityholders and any of the officers, directors, employees
or agents of the Issuer, the Owner Trustee and the Indenture Trustee from and against any and all
costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense,
loss, claim, damage or liability arose out of, or was imposed upon any such Person through, the
negligence, misfeasance or bad faith of the Servicer in the performance of its





37









 







duties or by failure to perform its obligations under this Agreement or by reason of reckless
disregard of its obligations and duties under this Agreement.




          (d) The Servicer shall compensate and indemnify the Indenture Trustee to the extent provided
in Section 6.07 of the Indenture.




     For purposes of this Section, in the event of the termination of the rights and obligations of
HMFC (or any successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or
the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be
the Servicer pending appointment of a successor Servicer (other than the Indenture Trustee)
pursuant to Section 8.03.



     Indemnification under this Section shall survive the resignation or removal of the Servicer or
the termination of this Agreement, and shall include reasonable fees and expenses of counsel and
reasonable expenses of litigation. If the Servicer shall have made any indemnity payments pursuant
to this Section and the Person to or on behalf of whom such payments are made thereafter collects
any of such amounts from others, such Person shall promptly repay such amounts to the Servicer,
without interest. The Servicer shall pay all amounts due, pursuant to this Section, with respect
to the Indenture Trustee and Owner Trustee as set forth in Section 5.05(b)(xi).



     Section 7.03 Merger or Consolidation of, or Assumption of the Obligations of,
Servicer. The Servicer shall not merge or consolidate with any other Person, convey, transfer
or lease substantially all its assets as an entirety to another Person, or permit any other Person
to become the successor to the Servicer’s business unless, after such merger, consolidation,
conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of
fulfilling the duties of the Servicer contained in this Agreement. Any Person (a) into which the
Servicer may be merged or consolidated, (b) resulting from any merger or consolidation to which the
Servicer shall be a party, (c) that acquires by conveyance, transfer or lease substantially all of
the assets of the Servicer or (d) succeeding to the business of the Servicer, which Person shall
execute an agreement of assumption to perform every obligation of the Servicer under this
Agreement, shall be the successor to the Servicer under this Agreement without the execution or
filing of any paper or any further act on the part of any of the parties to this Agreement. The
Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section
7.03 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the
foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other
Person to become a successor to the Servicer’s business unless (a) immediately after giving effect
to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been
breached (for purposes hereof, such representations and warranties shall speak as of the date of
the consummation of such transaction) and no event that, after notice or lapse of time or both,
would become a Servicer Termination Event shall have occurred, (b) the Servicer shall have
delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of
Counsel each stating that such consolidation, merger or succession and such agreement of assumption
comply with this Section 7.03 and that all conditions precedent provided for in this Agreement
relating to such transaction have been complied with and (c) the Servicer shall have delivered to
the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (i) all
financing statements and continuation statements and amendments thereto have been



38









 




executed and filed that are necessary to preserve and protect the interest of the Trust and
the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of such
filings or (ii) no such action shall be necessary to preserve and protect such interest.




     Section 7.04 Limitation on Liability of Servicer and Others. None of the Servicer or
any of its directors, officers, employees or agents shall be under any liability to the Issuer, the
Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders,
except as provided in this Agreement, for any action taken or for refraining from the taking of any
action pursuant to this Agreement; provided, however, that this provision shall not
protect the Servicer or any such Person against any liability that would otherwise be imposed by
reason of a breach of this Agreement or willful misfeasance or bad faith in the performance of
duties. The Servicer and any director, officer, employee or agent of the Servicer may conclusively
rely in good faith on the written advice of counsel or on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters arising under
this Agreement.



     Section 7.05 Delegation of Duties. The Servicer may, at any time without notice or
consent, delegate (a) any or all of its duties (including, without limitation, its duties as
custodian) under the Basic Documents to any of its Affiliates or (b) specific duties to
sub-contractors who are in the business of performing such duties; provided, however, that Servicer
shall give the Rating Agencies then rating the Notes at least 10 Business Days’ written notice
prior to any delegation that the Servicer reasonably believes to be of a material aspect of the
Servicer’s servicing duties. The fees and expenses of any subservicer shall be as agreed between
the Servicer and such subservicer from time to time, and none of the Owner Trustee, the Indenture
Trustee, the Issuer or the Securityholders shall have any responsibility thereof.



     Section 7.06 Servicer Not to Resign.



          (a) Subject to the provisions of Section 7.03, the Servicer shall not resign from the
obligations and duties imposed on it by this Agreement as Servicer except upon a determination that
the performance of its duties under this Agreement shall no longer be permissible under applicable
law.




          (b) Notice of any determination that the performance by the Servicer of its duties hereunder
is no longer permitted under applicable law shall be communicated to the Owner Trustee and the
Indenture Trustee at the earliest practicable time (and, if such communication is not in writing,
shall be confirmed in writing at the earliest practicable time) and any such determination shall be
evidenced by an Opinion of Counsel to such effect delivered by the Servicer to the Owner Trustee
and the Indenture Trustee concurrently with or promptly after such notice. No resignation of the
Servicer shall become effective until a successor shall have assumed the responsibilities and
obligations of the Servicer in accordance with Section 8.03. If no successor Servicer has been
appointed within 30 days of resignation or removal, the Servicer, as the case may be, may petition
any court of competent jurisdiction for such appointment.




39









 








ARTICLE VIII.




DEFAULT




     Section 8.01 Servicer Termination Events. For purposes of this Agreement, the
occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”:



          (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required
to be so delivered or to direct the Indenture Trustee to make the required payment from any Account
under the terms of this Agreement that continues unremedied for a period of five Business days
after written notice is received by the Servicer or after discovery of such failure by a
Responsible Officer of the Servicer;




          (b) Failure on the part of the Servicer duly to observe or perform, in any material respect,
any covenants or agreements of the Servicer set forth in this Agreement, which failure (i)
materially and adversely affects the rights of the Securityholders and (ii) continues unremedied
for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or
after the date on which written notice of such failure requiring the same to be remedied shall have
been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders
evidencing not less than 50% of the Outstanding Amounts of the Controlling Class of Notes; or




          (c) The occurrence of an Insolvency Event with respect to the Servicer.



provided, however, that a delay or failure of performance referred to under clauses (a)
above for a period of 10 days or clause (b) above for a period of 30 days will not constitute a
Servicer Termination Event if such delay or failure was caused by force majeure or other similar
occurrence.




     Section 8.02 Consequences of a Servicer Termination Event. If a Servicer Termination
Event shall occur, the Indenture Trustee or Noteholders evidencing more than 50% of the voting
interests of the Controlling Class may, by notice given in writing to the Servicer (and to the
Indenture Trustee, the Owner Trustee and the Depositor if given by such Noteholders), terminate all
of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the
Servicer of such written notice, all authority, power, obligations and responsibilities of the
Servicer under this Agreement automatically shall pass to, be vested in and become obligations and
responsibilities of the successor Servicer; provided, however, that the successor
Servicer shall have no liability with respect to any obligation that was required to be performed
by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or
any claim of a third party based on any alleged action or inaction of the terminated Servicer. The
successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf
of the terminated Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and endorsement of the
Receivables and related documents to show the Indenture Trustee (or the Owner Trustee if the Notes
have been paid in full) as lienholder or secured party on the related



40









 




certificates of title of the Financed Vehicles or otherwise. The terminated Servicer agrees
to cooperate with the successor Servicer in effecting the termination of the responsibilities and
rights of the terminated Servicer under this Agreement, including the transfer to the successor
Servicer for administration by it of all money and property held by the Servicer with respect to
the Receivables and other records relating to the Receivables, including any portion of the
Receivables File held by the Servicer and a computer tape in readable form as of the most recent
Business Day containing all information necessary to enable the successor Servicer to service the
Receivables. The terminated Servicer shall also provide the successor Servicer access to Servicer
personnel and computer records in order to facilitate the orderly and efficient transfer of
servicing duties.




     Section 8.03 Appointment of Successor Servicer.



          (a) On and after the time the Servicer receives a notice of termination pursuant to Section
8.02 or upon the resignation of the Servicer pursuant to Section 7.06, the Indenture Trustee or the
Noteholders evidencing more than 50% of the voting interests of the Controlling Class shall appoint
a successor Servicer which shall be the successor in all respects to the Servicer in its capacity
as Servicer under this Agreement and shall be subject to all the rights, responsibilities,
restrictions, duties, liabilities and termination provisions relating to the Servicer under this
Agreement, except as otherwise stated herein. The Depositor, the Owner Trustee, the Indenture
Trustee and such successor Servicer shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. In the event that the Indenture Trustee and
the Noteholders are unable to appoint a successor within thirty (30) days of the date of the
related notice of termination, the Indenture Trustee may petition a court of competent jurisdiction
to appoint a successor Servicer. If a successor Servicer is acting as Servicer hereunder, it shall
be subject to termination under Section 8.02 upon the occurrence of any Servicer Termination Event
after its appointment as successor Servicer. The original Servicer shall pay any and all fees and
expenses incurred as a result of a transfer of servicing.




          (b) The Noteholders evidencing more than 50% of the voting interests of the Controlling Class
shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the Depositor,
any Noteholders, any Certificateholders or any other Person if it exercises its right to appoint a
successor to the Servicer. Pending appointment pursuant to the preceding paragraph, the outgoing
Servicer shall continue to act as Servicer until a successor has been appointed and accepted such
appointment.




          (c) Upon appointment, the successor Servicer shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities
arising thereafter relating thereto placed on the predecessor Servicer, and shall be entitled to
the Servicing Fee and all the rights granted to the predecessor Servicer by the terms and
provisions of this Agreement.




     Section 8.04 Notification to Securityholders. Upon any termination of, or appointment
of a successor to, the Servicer pursuant to this Article VIII, the Administrator shall give prompt
written notice thereof to the Certificateholders, and the Indenture Trustee shall give prompt
written notice thereof to the Noteholders and each Rating Agency.



41









 





     Section 8.05 Waiver of Past Defaults. The Noteholders evidencing more than 50% of the
voting interests of the Controlling Class may, on behalf of all Securityholders, waive in writing
any default by the Servicer in the performance of its obligations hereunder and its consequences,
except a default in making any required deposits to or payments from any of the Trust Accounts in
accordance with this Agreement. Upon any such waiver of a past default, such default shall cease
to exist, and any Servicer Termination Event arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereto.



ARTICLE IX.




TERMINATION




     Section 9.01 Optional Purchase of All Receivables.



          (a) On each Determination Date as of which the Pool Balance is equal to or less than 10% of
the Initial Pool Balance, the Servicer shall have the option to purchase the Receivables. To
exercise such option, the Servicer shall deposit to the Collection Account pursuant to Section 5.04
an amount equal to the aggregate Purchased Amount for the Receivables and shall succeed to all
interests in and to the Receivables. The exercise of such option shall effect a redemption, in
whole but not in part, of all outstanding Notes.




          (b) As described in Article IX of the Trust Agreement, notice of any termination of the Trust
shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as
practicable after the Servicer has received notice thereof.




          (c) Following the satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on the Notes, the Certificateholders will succeed to the rights of the
Noteholders hereunder and the Trust will succeed to the rights of, and assume the obligations to
make payments to Certificateholders of, the Indenture Trustee pursuant to this Agreement.




ARTICLE X.




MISCELLANEOUS




     Section 10.01 Amendment.



          (a) This Agreement may be amended by the Depositor and the Servicer, but without the consent
of the Indenture Trustee, the Owner Trustee, any of the Noteholders or the Certificateholders, to
cure any ambiguity, to correct or supplement any provisions in this Agreement or for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions in this
Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders;
provided, however, that such action shall not materially and adversely affect the
interests of any Noteholder or Certificateholder, and the Indenture Trustee shall have received
notification from each Rating Agency that such action will not result in a reduction, withdrawal or
downgrade of the then-current rating of each class of Notes.




42









 








          (b) This Agreement may also be amended from time to time by the Depositor, the Servicer and
the Issuer, with the prior written consent of the Indenture Trustee and Noteholders holding not
less than a majority of the Outstanding Amount of the Notes, 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 Securityholders; provided, however,
that no such amendment shall (i) reduce the interest rate or principal amount of any Note 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 Outstanding Amount of the Notes, the Securityholders of which are
required to consent to any such amendment, without the consent of the Noteholders holding all
Outstanding Notes and Certificateholders holding all outstanding Certificates.




     Promptly after the execution of any amendment or consent, the Administrator shall furnish
written notification of the substance of such amendment or consent to each Securityholder, the
Indenture Trustee and each Rating Agency.



     It shall not be necessary for the consent of Securityholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall be sufficient if
such consent shall approve the substance thereof.



     Prior to the execution of any amendment to this Agreement, the Owner Trustee, on behalf of the
Issuer, and the Indenture Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this Agreement and the
Opinion of Counsel referred to in Section 10.02(i)(A). The Owner Trustee, on behalf of the Issuer,
and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that
affects the Owner Trustee’s or the Indenture Trustee’s, as applicable, own rights, duties or
immunities under this Agreement or otherwise.



     Section 10.02 Protection of Title to Trust.



          (a) The Servicer shall file such financing statements and cause to be filed such continuation
statements, all in such a manner and in such places as may be required by law fully to preserve,
maintain and protect the interest of the Issuer and the Indenture Trustee in the Receivables and
the proceeds thereof. The Servicer shall deliver or cause to be delivered to the Owner Trustee and
the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as
provided above as soon as available following such filing.




          (b) Neither the Depositor nor the Servicer shall change its name, identity or corporate
structure in any manner that would, could or might make any financing statement or continuation
statement filed in accordance with paragraph (a) above insufficient within the meaning of Section
9-503 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least
five days’ prior written notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.




          (c) The Servicer shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of America.




43









 








          (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in
sufficient detail to permit (i) the reader thereof to know at any time the status of each such
Receivable, including payments and recoveries made and payments owing (and the nature of each) and
(ii) reconciliation between payments or recoveries on or with respect to each such Receivable and
the amounts from time to time deposited in the Collection Account in respect of each such
Receivable.




          (e) The Servicer shall maintain its computer systems so that, from and after the time of sale
under this Agreement of the Receivables, the Servicer’s master computer records (including any
backup archives) that refer to a Receivable shall indicate clearly the interest of the Issuer in
such Receivable and that such Receivable is owned by the Issuer and has been pledged to the
Indenture Trustee. Indication of the Issuer’s interest in a Receivable shall be deleted from or
modified on the Servicer’s computer systems when, and only when, the related Receivable shall have
been paid in full or repurchased.




          (f) If at any time the Depositor or the Servicer shall propose to sell, grant a security
interest in or otherwise transfer any interest in motor vehicle receivables to any prospective
purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser,
lender or other transferee computer tapes, records or printouts (including any restored from backup
archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate
clearly that such Receivable has been sold and is owned by the Issuer and has been pledged to the
Indenture Trustee.




          (g) The Servicer shall permit the Indenture Trustee and its agents upon reasonable notice and
at any time during normal business hours to inspect, audit and make copies of and abstracts from
the Servicer’s records regarding any Receivable.




          (h) Upon request, the Servicer shall furnish to the Owner Trustee or the Indenture Trustee,
within fifteen Business Days, a list of all Receivables (by contract number and name of Obligor)
then held as part of the Trust, together with a reconciliation of such list to the Schedule of
Receivables and to each of the Servicer’s Certificates furnished prior to such request indicating
removal of Receivables from the Trust.




          (i) Upon request, the Servicer shall deliver to the Owner Trustee and the Indenture Trustee:





          (i) promptly after the execution and delivery of this Agreement and each
amendment hereto, an Opinion of Counsel stating that, in the opinion of such
counsel, either (A) all financing statements and continuation statements have been
filed that are necessary to fully preserve and protect the interest of the Trust 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 (B) no
such action shall be necessary to preserve and protect such interest; and




          (ii) within 90 days after the beginning of each calendar year beginning with
the first calendar year beginning more than three months after the



44









 






Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day
period, stating that, in the opinion of such counsel, either (A) all financing
statements and continuation statements have been filed that are necessary to fully
preserve and protect the interest of the Trust 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 (B) no such action shall be necessary
to preserve and protect such interest.



          (j) Restrictions on Liens. The Servicer shall not (i) create, incur or suffer to
exist, or agree to create, incur or suffer to exist, or consent to or permit in the future (upon
the occurrence of a contingency or otherwise) the creation, incurrence or existence of any Lien on
or restriction on transferability of any Receivable except for the Lien of the Indenture and the
restrictions on transferability imposed by this Agreement or (ii) file any UCC financing statements
in any jurisdiction that names HMFC, the Servicer or the Depositor as a debtor, and any Person
other than the Depositor, the Indenture Trustee or the Issuer as a secured party, or sign any
security agreement authorizing any secured party thereunder to file any such financing statement
with respect to the Receivables or the related property.



Each Opinion of Counsel referred to in clause (A) or (B) above shall specify any action necessary
(as of the date of such opinion) to be taken in the following year to preserve and protect such
interest.




     Section 10.03 Notices. All demands, notices, communications and instructions upon or
to the Depositor, the Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or any Rating
Agency under this Agreement shall be in writing, personally delivered, faxed and followed by first
class mail, or mailed by certified mail, return receipt requested (or with respect to any Rating
Agency, electronically delivered), and shall be deemed to have been duly given upon receipt (a) in
the case of the Depositor, to 10550 Talbert Avenue, Fountain Valley, California 92708, Attention:
Vice President and Secretary, with a copy to General Counsel; (b) in the case of the Servicer and
HMFC, to 10550 Talbert Avenue, Fountain Valley, California 92708, Attention: Vice President,
Finance; (c) in the case of the Issuer or the Owner Trustee, at the Corporate Trust Office (as
defined in the Trust Agreement); (d) in the case of Moody’s, to 99 Church Street, New York, New
York 10007, Attention: ABS Monitoring Department; (e) in the case of the Indenture Trustee, at the
Corporate Trust Office (as defined in the Indenture); (f) in the case of Standard & Poor’s, via
electronic delivery to Servicer_reports@sandp.com or at the following address: 55 Water Street
(40th Floor), New York, New York 10041, Attention: ABS Surveillance Department; and (g) in the
case of Fitch, to 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 10.04 Assignment by the Depositor or the Servicer. Notwithstanding anything
to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as
provided in the provisions of this Agreement concerning the resignation of the Servicer, this
Agreement may not be assigned by the Depositor or the Servicer.



     Section 10.05 Limitations on Rights of Others. The provisions of this Agreement are
solely for the benefit of the Depositor, the Servicer, the Issuer, the Owner Trustee, the



45









 




Certificateholders, the Indenture Trustee and the Noteholders, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.




     Section 10.06 Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, 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 10.07 Counterparts. This Agreement may be executed by the parties hereto in
any number of counterparts, each of which when so executed and delivered shall be an original, but
all of which shall together constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a
manually executed counterpart of this Agreement.



     Section 10.08 Headings. The headings of the various Articles and Sections herein are
for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.



     Section 10.09 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



     Section 10.10 Assignment by Issuer. The Depositor hereby acknowledges and consents to
any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture
Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and
interest of the Issuer in, to and under the Receivables or the assignment of any or all of the
Issuer’s rights and obligations hereunder to the Indenture Trustee.



     Section 10.11 Nonpetition Covenants. Notwithstanding any prior termination of this
Agreement, the parties hereto shall not, prior to the date that is one year and one day after the
termination of this Agreement with respect to the Issuer or the Depositor, acquiesce, petition or
otherwise invoke or cause the Issuer or the Depositor to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against the Issuer or 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
Issuer or the Depositor or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer or the Depositor.



     Section 10.12 Limitation of Liability of Owner Trustee and Indenture Trustee.



          (a) Notwithstanding anything contained herein to the contrary, this Agreement has been
executed by [       ] not in its individual capacity but solely in its capacity as Owner
Trustee of the Issuer and in no event shall [       ] in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee of the Issuer





46









 







have any liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in
accordance with the priorities set forth herein. For all purposes of this Agreement, in the
performance of its duties or obligations hereunder or 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
accepted by [      ], not in its individual capacity but solely as Indenture
Trustee, and in no event shall [       ] have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the
certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer in accordance with the priorities set forth herein.




47









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective officers 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









 





	 	 	 	 	 
	 	HYUNDAI ABS FUNDING CORPORATION,

as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




S-2









 





	 	 	 	 	 	 	 
	 	 	HYUNDAI MOTOR FINANCE COMPANY,
  
as Servicer and Seller
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 
	 	 
	 	 	 
	 	 
	 	 	Name:
	 	 	Title:






S-3









 





	 	 	 	 	 
	 	

[    ], not in its individual capacity but solely as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




S-4









 





EXHIBIT A




Representations and Warranties of Hyundai Motor Finance Company

Under Section 3.02 of the Receivables Purchase Agreement




          Terms used in this Exhibit A shall have the meanings assigned to them in the Receivables
Purchase Agreement, dated as of [       ], 200[     ] (the “Receivables Purchase
Agreement”), between Hyundai Motor Finance Company as Seller (the “Seller”) and Hyundai
ABS Funding Corporation as depositor (the “Depositor”). Terms not defined in the
Receivables Purchase Agreement shall have the meanings assigned to them in the Sale and Servicing
Agreement.




          (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 Closing Date:





          (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



A-1









 






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.




          (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 (i)
asserting the invalidity of this Agreement or any other Basic Document to which
the Seller is a party, (ii) 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 (iii) 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.




          (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 (i) UCC filings and (ii) consents, licenses,
approvals, registrations, authorizations or declarations which, if not obtained or
made, would not have a material adverse effect 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.



A-2









 






          (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) 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.




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




          (xiii) 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 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



A-3









 






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 a 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.




          (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
A 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 Closing 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.



A-4









 






          (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 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



A-5









 






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[       ].



A-6









 






          (xxi) Certain Characteristics of the Receivables. As of the
applicable Cutoff Date, (A) each Receivable had an original maturity of not less
than [12] or more than [72] 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.



A-7









 






          (xxxi) [Reserved].




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




          (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 related Receivable.




          (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 [4] months and no more than [72] 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].



A-8









 






          (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 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 $[           ].



A-9









 





EXHIBIT B




Form of Record Date Statement




[Available upon request.]




B-1









 





EXHIBIT C




Form of Servicer’s Certificate




Collection Period: ___




Distribution Date: ___




Hyundai Auto Receivables Trust 200[ ]-[ ]




     The undersigned certifies that he is an officer of Hyundai Motor Finance Company, a California
corporation (“HMFC”) and that as such he is duly authorized to execute and deliver this certificate
on behalf of HMFC pursuant to Section 4.09 of the Sale and Servicing Agreement dated [       ],
200[       ] among Hyundai Auto Receivables Trust 200[      ]-[      ], as Issuer, Hyundai ABS Funding
Corporation, as Depositor, HMFC, as Seller and Servicer and [           ], as Indenture
Trustee (the “Sale and Servicing Agreement”) (all capitalized terms used herein without definition
have the respective meanings specified in the Sale and Servicing Agreement) and further certifies
that:



     1. The Servicer’s report for the period from ___to ___attached to this
certificate is complete and accurate and contains all information required by Section 4.09 of the
Sale and Servicing Agreement; and



     2. As of ___, no Servicer Termination Events have occurred.



     IN WITNESS WHEREOF, I have fixed hereunto my signature this ___day of ___.



	 	 	 	 	 
	 	HYUNDAI MOTOR FINANCE COMPANY,

as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




C-1









 








SCHEDULE A




Schedule of Receivables




[Delivered to the Trust at Closing]





Sched. A-1









 





SCHEDULE B




Yield Supplement Overcollateralization Amount




     With respect to any Payment Date, the “Yield Supplement Overcollateralization Amount” is the
amount specified below:



	 	 	 	 	 
	 	 	Yield Supplement	 
	 	 	Overcollateralization	 
	Payment Date	 	Amount	 
	Closing Date
	 	 	 	 







Sched. B-1









 








APPENDIX A




REGULATION AB REPRESENTATIONS, WARRANTIES AND COVENANTS




PART I




DEFINED TERMS




     Section 1.01. As used in this Appendix A, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural forms of the terms
defined); unless otherwise defined herein, terms used in this Appendix A that are defined in the
Agreement to which this Appendix A is attached shall have the same meanings herein as in the
Agreement:



     “Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17
C.F.R. §§229.1100-229.1123, as such may be amended from time to time, and subject to such
clarification and interpretation as have been provided by the Commission in the adopting release
(Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7,
2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from
time to time.



     “Securities Act”: The Securities Act of 1933, as amended.



PART II




COMPLIANCE WITH REGULATION AB




     Section 2.01. Intent of the Parties; Reasonableness.



     Each of the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee
acknowledges and agrees that the purpose of Part II of this Appendix A is to facilitate compliance
by the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee with the
provisions of Regulation AB and the related rules and regulations of the Commission.



     Neither the Issuer nor the Seller shall exercise its right to request delivery of information,
reports or other performance under these provisions for purposes other than compliance with
Regulation AB. Each of the Issuer, the Seller and the Servicer acknowledges that interpretations
of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise. Each of the Issuer, the Depositor, the
Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably comply with all
reasonable requests made by any of the other parties hereto (including any of its assignees or
designees), as the case may be, in good faith for delivery of such information or reports,
including, without limitation, any Servicer compliance statements and reports (solely with respect
to the Servicer), and assessments of compliance and attestation, as may be required under the
then-current interpretations of Regulation AB. The servicing criteria to be addressed in the



Appendix A-1









 




Indenture Trustee’s assessment of compliance and attestation shall be set forth on Schedule I
attached hereto and such assessments of compliance and attestations shall be provided by March
15th and shall only be required for years in which a 10-K is required to be filed.





Appendix A-2









 








SCHEDULE I




Servicing Criteria To Be Addressed In Assessment Of Compliance




     The assessment of compliance to be delivered by the Indenture Trustee, shall address, at a
minimum, the criteria identified as below as “Applicable Servicing Criteria”:



	 	 	 
	Reference	 	Criteria
	 
	 	 
	 

	 	Cash Collection and Administration
	 
	 	 
	1122(d)(2)(ii)

	 	Disbursements made via wire transfer on behalf of an
obligor or to an investor are made only by authorized
personnel.
	 
	 	 
	 

	 	Investor Remittances and Reporting
	 
	 	 
	1122(d)(3)(ii)

	 	Amounts due to investors are allocated and remitted in
accordance with timeframes, distribution priority and
other terms set forth in the transaction agreements.
	 
	 	 
	1122(d)(3)(iii)

	 	Disbursements made to an investor are posted within two
business days to the Servicer’s investor records, or such
other number of days specified in the transaction
agreements.
	 
	 	 
	1122(d)(3)(iv)

	 	Amounts remitted to investors per the investor reports
agree with cancelled checks, or other form of payment, or
custodial bank statements.







Schedule-1