Unassociated Document


    Exhibit
      10.2

      
      

    EXECUTION
      VERSION

     

     

    SALE
      AND
      SERVICING AGREEMENT

    


    among

    


    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A,

    Issuer,

    


    HYUNDAI
      ABS FUNDING CORPORATION,

    Depositor,

    


    HYUNDAI
      MOTOR FINANCE COMPANY,

    Seller
      and Servicer,

    


    and

    


    CITIBANK,
      N.A.,

    Indenture
      Trustee

    


    Dated
      as
      of June 25, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                I. DEFINITIONS

            	
              1

            
	
              Section
                1.01

            	
              Definitions

            	
              1

            
	
              Section
                1.02

            	
              Other
                Definitional Provisions

            	
              15

            
	
              ARTICLE
                II. CONVEYANCE OF RECEIVABLES

            	
              16

            
	
              Section
                2.01

            	
              Conveyance
                of Receivables

            	
              16

            
	
              ARTICLE
                III. THE RECEIVABLES

            	
              17

            
	
              Section
                3.01

            	
              Representations
                and Warranties of the Seller

            	
              17

            
	
              Section
                3.02

            	
              Representations
                and Warranties of the Depositor

            	
              18

            
	
              Section
                3.03

            	
              Repurchase
                upon Breach

            	
              19

            
	
              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

            	
              Target
                Overcollateralization Amount and Reserve Account Required
                Amount

            	
              22

            
	
              Section
                4.05

            	
              Maintenance
                of Security Interests in Financed Vehicles

            	
              22

            
	
              Section
                4.06

            	
              Covenants
                of Servicer

            	
              23

            
	
              Section
                4.07

            	
              Purchase
                of Receivables Upon Breach

            	
              23

            
	
              Section
                4.08

            	
              Servicing
                Fee

            	
              24

            
	
              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

            	
              25

            
	
              Section
                4.12

            	
              Access
                to Certain Documentation and Information Regarding
                Receivables

            	
              25

            
	
              Section
                4.13

            	
              Term
                of Servicer

            	
              25

            
	
              Section
                4.14

            	
              Annual
                Independent Accountants’ Report

            	
              25

            
	
              Section
                4.15

            	
              Reports
                to the Commission

            	
              26

            
	
              Section
                4.16

            	
              Compensation
                of Indenture Trustee

            	
              26

            


    


    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              ARTICLE
                V. DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

            	
              26

            
	
              Section
                5.01

            	
              Accounts

            	
              26

            
	
              Section
                5.02

            	
              Application
                of Collections

            	
              28

            
	
              Section
                5.03

            	
              Property
                of the Trust

            	
              28

            
	
              Section
                5.04

            	
              Purchased
                Amounts

            	
              29

            
	
              Section
                5.05

            	
              Distributions

            	
              29

            
	
              Section
                5.06

            	
              Reserve
                Account

            	
              30

            
	
              Section
                5.07

            	
              Statements
                to Securityholders

            	
              30

            
	
              Section
                5.08

            	
              Advances
                by the Servicer

            	
              31

            
	
              ARTICLE
                VI. THE DEPOSITOR

            	
              31

            
	
              Section
                6.01

            	
              Representations
                of Depositor

            	
              31

            
	
              Section
                6.02

            	
              Corporate
                Existence

            	
              33

            
	
              Section
                6.03

            	
              Liability
                of Depositor

            	
              33

            
	
              Section
                6.04

            	
              Merger
                or Consolidation of, or Assumption of the Obligations of,
                Depositor

            	
              34

            
	
              Section
                6.05

            	
              Amendment
                of Depositor’s Organizational Documents

            	
              34

            
	
              ARTICLE
                VII. THE SERVICER

            	
              34

            
	
              Section
                7.01

            	
              Representations
                of Servicer

            	
              34

            
	
              Section
                7.02

            	
              Indemnities
                of Servicer

            	
              36

            
	
              Section
                7.03

            	
              Merger
                or Consolidation of, or Assumption of the Obligations of,
                Servicer

            	
              37

            
	
              Section
                7.04

            	
              Limitation
                on Liability of Servicer and Others

            	
              38

            
	
              Section
                7.05

            	
              Delegation
                of Duties

            	
              38

            
	
              Section
                7.06

            	
              Servicer
                Not to Resign

            	
              38

            
	
              Section
                7.07

            	
              Fidelity
                Bond

            	
              38

            
	
              ARTICLE
                VIII. DEFAULT

            	
              39

            
	
              Section
                8.01

            	
              Servicer
                Termination Events

            	
              39

            
	
              Section
                8.02

            	
              Consequences
                of a Servicer Termination Event

            	
              39

            
	
              Section
                8.03

            	
              Appointment
                of Successor Servicer

            	
              40

            
	
              Section
                8.04

            	
              Notification
                to Securityholders

            	
              40

            


    


    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    (continued)

    


    
      	 	 	
              Page

            
	 	 	 
	
              Section
                8.05

            	
              Waiver
                of Past Defaults

            	
              41

            
	
              ARTICLE
                IX. TERMINATION

            	
              41

            
	
              Section
                9.01

            	
              Optional
                Purchase of All Receivables

            	
              41

            
	
              ARTICLE
                X. MISCELLANEOUS

            	
              41

            
	
              Section
                10.01

            	
              Amendment

            	
              41

            
	
              Section
                10.02

            	
              Protection
                of Title to Trust

            	
              42

            
	
              Section
                10.03

            	
              Notices

            	
              44

            
	
              Section
                10.04

            	
              Assignment
                by the Depositor or the Servicer

            	
              44

            
	
              Section
                10.05

            	
              Limitations
                on Rights of Others

            	
              45

            
	
              Section
                10.06

            	
              Severability

            	
              45

            
	
              Section
                10.07

            	
              Counterparts

            	
              45

            
	
              Section
                10.08

            	
              Headings

            	
              45

            
	
              Section
                10.09

            	
              GOVERNING
                LAW

            	
              45

            
	
              Section
                10.10

            	
              Assignment
                by Issuer

            	
              45

            
	
              Section
                10.11

            	
              Nonpetition
                Covenants

            	
              45

            
	
              Section
                10.12

            	
              Limitation
                of Liability of Owner Trustee and Indenture Trustee

            	
              46

            
	
              Section
                10.13

            	
              Information
                to Be Provided by the Indenture Trustee

            	
              46

            
	
              Section
                10.14

            	
              Form
                8-K Filings

            	
              47

            


    

    
      	
               

            	
               

            	 
	 	
               

            	
               

            
	
              Exhibit
                A

            	
              Representations
                and Warranties of Hyundai Motor Finance Company Under
                Section 3.02 of the Receivables Purchase Agreement

            	
              Exh.
                A-1

            
	
              Exhibit
                B

            	
              Form
                of Record Date Statement

            	
              Exh.
                B-1

            
	
              Exhibit
                C

            	
              Form
                of Servicer’s Certificate

            	
              Exh.
                C-1

            
	
              Exhibit
                D

            	
              Form
                of Indenture Trustee’s Annual Sarbanes Certification

            	
              Exh.
                D-1

            
	
              Schedule
                A

            	
              Schedule
                of Receivables

            	
              Sched.
                A-1

            
	
              Schedule
                B

            	
              Yield
                Supplement Overcollateralization Amount

            	
              Sched.
                B-1

            
	
              Appendix
                A

            	
              Regulation
                AB Representations, Warranties and Covenants

            	
              App.
                A-1

            
	
              Schedule
                I

            	
              Servicing
                Criteria To Be Addressed by Indenture Trustee in Assessment of
                Compliance

            	
              Sched.
                I-1

            


    


    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    


    This
      SALE
      AND SERVICING AGREEMENT, dated as of June 25, 2008, among HYUNDAI AUTO
      RECEIVABLES TRUST 2008-A, 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
      Citibank, N.A., 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 June 25, 2008, among
      Hyundai Auto Receivables Trust 2008-A, Hyundai Motor Finance Company, and
      Citibank, N.A., 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,
      (a) as of the Closing Date, an amount equal to (x) the Pool Balance as of the
      Cutoff Date minus (y) the Yield Supplement Overcollateralization Amount for
      the
      Closing Date and (b) for any Payment Date an amount equal to (x) the Pool
      Balance as of the end of the Collection Period preceding that Payment Date
      less
      (y) 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-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 2.84863% Asset Backed Notes, Class A-1, substantially in the form of Exhibit
      A-1 to the Indenture.

     

    “Class
      A-1 Rate”
means
      2.84863% 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.

     

    “Class
      A-2 Notes”
means
      the 4.16% Asset Backed Notes, Class A-2, substantially in the form of Exhibit
      A-2 to the Indenture.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Class
      A-2 Rate”
means
      4.16% 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 4.93% Asset Backed Notes, Class A-3, substantially in the form of Exhibit
      A-3 to the Indenture.

     

    “Class
      A-3 Rate”
means
      4.93% 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 5.48% Asset Backed Notes, Class A-4, substantially in the form of Exhibit
      A-4 to the Indenture.

     

    “Class
      A-4 Rate”
means
      5.48% per annum, computed on the basis of a 360-day year consisting of twelve
      30-day months.

     

    “Closing
      Date”
means
      June 25, 2008.

     

    “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 May 10, 2008
      through June 30, 2008. 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.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


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

     

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

     

    “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 May 9, 2008.

     

    “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;


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (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, (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.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “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 and “A-1+” by Standard & Poor's, 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
      and “AA-” by Standard & Poor's, if the deposits are to be held in the
      account more than 30 days, or

     

    (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.

     

    Provided,
      that
      any Eligible Institution’s deposits shall be insured by the Federal Deposit
      Insurance Corporation; provided further,
      that a
      foreign financial institution shall be deemed to satisfy the forgoing proviso
      if
      such foreign financial institution meets the requirements of Rule 13k-1(b)(1)
      under the Exchange Act (17 CFR §240.13k-1(b)(1)).

     

    “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;


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (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); or

     

    (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.

     

    “Exchange
      Act” means
      the
      Securities Exchange Act of 1934, as amended

     

    “Exchange
      Act Reports”
means
      any reports on Form 10-D, Form 8-K and Form 10-K filed or to be filed by the
      Servicer with respect to the Issuer under the Exchange Act.

     

    “Fee
      Letter”
means
      the letter regarding fees dated June 25, 2008 between the Depositor, the Owner
      Trustee and HMFC.

     

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

     

    “Form
      10-D Disclosure Item” means,
      with respect to any Person, (a) any legal proceedings pending against such
      Person or of which any property of such Person is then subject, or (b) any
      proceedings known to be contemplated by governmental authorities against such
      Person or of which any property of such Person would be subject, in each case
      that would be material to the Noteholders.

     

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


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Indenture”
means
      the Indenture, dated as of June 25, 2008, 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
      $159,000,000.00.

     

    “Initial
      Class A-2 Note Balance”
means
      $179,000,000.00.

     

    “Initial
      Class A-3 Note Balance”
means
      $171,000,000.00.

     

    “Initial
      Class A-4 Note Balance”
means
      $103,542,000.00.

     

    “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 Interest Period, the Closing Date) to but excluding the current Payment
      Date and, with respect to the Class A-2 Notes, the Class A-3 Notes and the
      Class
      A-4 Notes, the period from and including the 15th
      day of
      the calendar month (or, in the case of the first Interest Period, from and
      including the Closing Date) to but excluding the 15th day
      of the current 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 2008-A.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Item
      1119 Party”
means
      the Seller, the Servicer, the Depositor, the Indenture Trustee, the Owner
      Trustee, any underwriter of the Notes, and any other material transaction party
      identified by the Servicer to the Indenture Trustee and the Owner Trustee in
      writing.

     

    “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.

     

    “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.

     

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

     

    “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 and (iv) the Initial
      Class A-4 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”
means
      the Class A-1 Noteholders, the Class A-2 Noteholders, Class A-3 Noteholders
      and
      the Class A-4 Noteholders.

     

    “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.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “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.

     

    “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
      Wilmington Trust Company, 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 July 15, 2008.

     

    “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).


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    “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 Principal Distribution Amount shall not exceed the sum of the aggregate
      outstanding principal amount of all of the Notes on such Payment
      Date.

     

    “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
      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
      Moody’s or Standard & Poor’s, as the context may require. If none of
      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


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (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 June 25, 2008, 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 for the account of the Obligor and any amounts required by law
      to
      be remitted or allocated to the account of the Obligor. 

     

    “Regulation
      AB”
means
      Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such regulation 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 (January 7, 2005)) or by the
      staff of the Commission, or as may be provided in writing by the Commission
      or
      its staff from time to time.

     

    “Reportable
      Event”
means
      any event required to be reported on Form 8-K of the Issuer, and in any event,
      the following:

     

    (a) entry
      into a material definitive agreement related to the Issuer or the Notes or
      an
      amendment to a Basic Document (e.g., a servicing agreement with a servicer
      contemplated by Item 1108(a)(3) of Regulation AB);

     

    (b) termination
      of a Basic Document (other than by expiration of the agreement on its stated
      termination date or as a result of all parties completing their obligations
      under such agreement) (e.g., a servicing agreement with a servicer contemplated
      by Item 1108(a)(3) of Regulation AB);

     

    (c) with
      respect to the Servicer only, the occurrence of a Servicer Termination
      Event;

     

    (d) an
      Event
      of Default under the Indenture;

     

    (e) the
      resignation, removal, replacement, or substitution of the Indenture Trustee
      or
      the Owner Trustee; and

     

    (f) with
      respect to the Indenture Trustee only, a required distribution to holders of
      the
      Notes is not made as of the required Payment Date under the
      Indenture.

     

    “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).


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    “Reserve
      Account Deposit”
means
      $3,374,886.81. 

     

    “Reserve
      Account Required Amount”
means,
      subject to Section 4.04 of this Agreement, with respect to any Payment Date,
      an
      amount equal to 0.50% 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.

     

    “Securities”
means
      the Notes and the Certificates.

     

    “Securities
      Account Control Agreement”
means
      the Securities Account Control Agreement dated as of June 25, 2008 between
      the
      Trust, the Indenture Trustee and the Securities Intermediary, as amended,
      supplemented, amended and restated or otherwise modified from time to
      time.

     

    “Securities
      Act”
      means
      the Securities Act of 1933, as amended.

     

    “Securities
      Intermediary”
means
      Citibank, N.A., 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.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    “Servicing
      Fee”
means,
      for any Payment Date, the product of (A) one-twelfth (or, in the case of the
      first payment date, 51/360), (B) the Servicing Fee Rate and (C) the aggregate
      Principal Balance of the Receivables as of the first day of the related
      Collection Period (or, in the case of the first Payment Date, as of the Cutoff
      Date).

     

    “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.

     

    “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

            	 	
              July
                15, 2009

            
	 	 	 
	
              Class
                A-2 Notes

            	 	
              May
                16, 2011

            
	 	 	 
	
              Class
                A-3 Notes

            	 	
              December
                17, 2012

            
	 	 	 
	
              Class
                A-4 Notes

            	 	
              November
                17, 2014

            


    

    


    “Target
      Overcollateralization Amount”
means,
      subject to Section 4.04 of this Agreement, with respect to any Payment Date,
      the
      greater of (a) 19.50% of the Adjusted Pool Balance, minus the Reserve Account
      Required Amount, on such Payment Date and (b) 1.25% 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. 


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    “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 lesser of (x) the change in the Adjusted Pool Balance during the
      related Collection Period and (y) the Principal Distribution Amount and (v)
      on
      or after the Stated Maturity Date of any class of 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 June 25, 2008, 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.


    
      
        
        

      

      
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    (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.

     

    (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
      $611,553,537.93, 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;


    
      
        
        

      

      
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    (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;

     

    (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
      with
      respect to the Reserve Account);

     

    (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 (a) through (h) 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 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.


    
      
        
        

      

      
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    (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 of the Closing Date,
      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.


    
      
        
        

      

      
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    (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 Receivables Purchase Agreement,
      dated as of July 23, 2002, as amended, among the Seller, Hyundai BC Funding
      Corporation, Amsterdam Funding Corporation, Barton Capital 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. 

    


    
      
        
        

      

      
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    The
      Servicer’s duties shall include the collection and posting of all payments,
      responding to inquiries of Obligors, investigating delinquencies, 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 not required under
      the Basic Documents to make any disbursements via wire transfer or otherwise
      on
      behalf of an Obligor. There are no requirements under the Receivable or the
      Basic Documents for funds to be, and no funds shall be, held in trust for an
      Obligor. No payments or disbursements shall be made by the Servicer on behalf
      of
      an Obligor. 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.

     

    
      
        
        

      

      
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    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 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
      A-4
      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.
      

     

    (c) The
      Servicer may, but is not required to, make any advances of funds or guarantees
      regarding collections, cash flows or distributions. Payments on the Receivables,
      including payoffs made in accordance with the related documentation for such
      Receivables, shall be posted to the Servicer’s Obligor records in accordance
      with the principal, interest or other items in accordance with the related
      documentation for such Receivables.

     

    (d) Subject
      to the provisions of Section 4.02(b), the Servicer and its Affiliates may engage
      in any marketing practice or promotion or any sale of any products, goods or
      services to Obligors with respect to the Receivables so long as such practices,
      promotions or sales are offered to obligors of comparable motor vehicle
      receivables serviced by the Servicer for itself and others, whether or not
      such
      practices, promotions or sales might result in a decrease in the aggregate
      amount of payments on the Receivables, prepayments or faster or slower timing
      of
      the payment of the Receivables. 

     

    (e) Notwithstanding
      anything in this Agreement to the contrary, the Servicer may refinance any
      Receivable and deposit the full Principal Balance of such Receivable into the
      Collection Account. The receivable created by such refinancing shall not be
      property of the Issuer. The Servicer and its Affiliates may also sell insurance
      or debt cancellation products, including products which result in the
      cancellation of some or all of the amount of a Receivable upon the death or
      disability of the Obligor or any casualty with respect to the Financed
      Vehicle.

     

    (f) Records
      documenting collection efforts shall be maintained during the period a
      Receivable is delinquent in accordance with the Credit and Collection Policy.
      Such records shall be maintained on at least a periodic basis that is not less
      frequent than as set forth in the Credit and Collection Policy, and describe
      the
      entity’s activities in monitoring delinquent pool assets including, for example,
      phone calls, letters and payment rescheduling plans in cases where delinquency
      is deemed temporary (e.g., illness or unemployment) in accordance with the
      Credit and Collection Policy. 


    
      
        
        

      

      
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    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 Target
      Overcollateralization Amount and Reserve Account Required Amount.
      From
      time to time after the date hereof, the Servicer may request each Rating Agency
      to approve a formula for determining the Target Overcollateralization Amount
      or
      the Reserve Account Required Amount that is different from the formula described
      in the related definition, or change the manner by which the Reserve Account
      is
      funded. If the Servicer requests such change in writing and each Rating Agency
      delivers a letter to the Indenture Trustee (upon receipt of which letter the
      Indenture Trustee shall have no obligation to verify the content thereof and
      no
      liability as a result of its reliance thereon) to the effect that the use of
      any
      new formula or change the manner by which the Reserve Account is funded will
      not
      result in a qualification, reduction or withdrawal of its then-current rating
      of
      any Class of the Notes, then the Target Overcollateralization Amount or the
      Reserve Account Required Amount, as applicable, will be determined in accordance
      with the new formula or, if applicable, the manner in which the Reserve Account
      is funded will change accordingly.

    


    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 provisions set forth
      in
      this Section are the sole requirements under the Basic Documents with respect
      to
      the maintenance of collateral or security on the Receivables. It is understood
      that the Financed Vehicles are the collateral and security for the Receivables,
      but that the certificate of title with respect to a Financed Vehicle does not
      constitute collateral and merely evidences such security interest. 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.


    
      
        
        

      

      
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    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):

    


    (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
      A-4
      Maturity Date; or (ii) reduce the APR or unpaid principal balance with respect
      to any Receivable other than as required by applicable law.

    


    (d) Safekeeping.
      The
      Servicer, in its capacity as custodian, shall hold, or cause its agent to hold,
      the Receivable Files for the benefit of the Issuer and the Indenture Trustee
      in
      accordance with its customary servicing practices. 

    


    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.


    
      
        
        

      

      
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    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 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, on or before the second
      Business Day 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 April 30, 2009),
      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.


    
      
        
        

      

      
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    (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.
      Except to the extent set forth in this Section 4.10(b) and Sections 4.09 and
      8.04 of this Agreement and Sections 3.07, 3.19 and 5.01 of the Indenture, the
      Basic Documents do not require any policies or procedures to monitor any
      performance or other triggers and events of default.

    


    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 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.
      For so
      long as the Issuer is subject to the reporting requirements under the Exchange
      Act, 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 April 30, 2009), 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. 


    
      
        
        

      

      
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    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 Exchange Act, 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 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.


    
      
        
        

      

      
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    (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 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.


    
      
        
        

      

      
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    (b) (i) Except
      as
      otherwise provided herein, 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.

    


    (c) Except
      for the Collection Account, the Note Distribution Account, the Interest
      Distribution Account, the Principal Distribution Account and the Reserve
      Account, there are no accounts required to be maintained under the Basic
      Documents. No checks shall be issued, printed or honored with respect to the
      Collection Account, the Note Distribution Account, the Interest Distribution
      Account, the Principal Distribution Account or the Reserve Account.

    


    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 and “A-1” from
      Standard &
      Poor’s.
      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 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.


    
      
        
        

      

      
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    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 on or before the second Business
      Day prior to each Payment Date pursuant to Section 4.09.

    


    (b) On
      or
      before 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 on or
      before the second Business Day 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 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 Noteholders on the
      preceding Payment Date; and (b) the excess, if any, of the amount of interest
      payable to the Noteholders on those prior Payment Dates over the amounts
      actually paid to the 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 Principal Distribution
      Amount;

    


    (iv)
      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;

    


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


    
      
        
        

      

      
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    (vi)
      any
      Available Amounts remaining, if any, to the Owner Trustee or its agent, for
      deposit into the Certificate Distribution Account (as 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 (iii), 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 or
      before the second Business Day prior to 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.

    


    No
      disbursements shall be made directly by the Servicer to a Noteholder, and the
      Servicer shall not be required to maintain any investor record relating to
      the
      posting of disbursements or otherwise.


    
      
        
        

      

      
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    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.
      The Servicer shall not charge interest on amounts so advanced.

    


    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.

    


    (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.


    
      
        
        

      

      
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    (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 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.


    
      
        
        

      

      
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    (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
      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.


    
      
        
        

      

      
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    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. 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.


    
      
        
        

      

      
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    (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,
      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.


    
      
        
        

      

      
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    (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 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.


    
      
        
        

      

      
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    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)(v).

    


    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 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.


    
      
        
        

      

      
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    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. For any servicing activities delegated to third parties
      in accordance with this Section 7.05, the Servicer shall follow such policies
      and procedures to monitor the performance of such third parties and compliance
      with such servicing activities as the Servicer follows with respect to
      comparable motor vehicle receivables serviced by the Servicer for its own
      account.

    


    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.

    


    Section
      7.07 Fidelity
      Bond.
      The
      Servicer is not required to maintain a fidelity bond or errors and omissions
      policy.


    
      
        
        

      

      
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    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
      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 Notes 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
      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.


    
      
        
        

      

      
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    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 Notes 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 Notes 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.


    
      
        
        

      

      
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    Section
      8.05 Waiver
      of Past Defaults.
      The
      Noteholders evidencing more than 50% of the voting interests of the Notes 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 correcting any inconsistency
      with the Prospectus dated June 12, 2008 or the Prospectus Supplement dated
      June
      18, 2008, 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.


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    (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.


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    (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. 

    


    (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


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


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


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    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 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.


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    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
      Wilmington Trust Company not in its individual capacity but solely in its
      capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust
      Company in its individual capacity or, except as expressly provided in the
      Trust
      Agreement, as Owner Trustee of the Issuer 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
      Citibank, N.A., not in its individual capacity but solely as Indenture Trustee,
      and in no event shall Citibank, N.A. 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.

    


    Section
      10.13 Information
      to Be Provided by the Indenture Trustee.
      

    


    (a) For
      so
      long as the Servicer is filing reports under the Exchange Act with respect
      to
      the Issuer, the Indenture Trustee shall (i) on or before the fifth Business
      Day
      of each month, notify the Servicer, in writing, of any Form 10-D Disclosure
      Item
      with respect to the Indenture Trustee, together with a description of any such
      Form 10-D Disclosure Item in form and substance reasonably satisfactory to
      the
      Servicer; provided,
      however,
      that
      the Indenture Trustee shall not be required to provide such information in
      the
      event that there has been no change to the information previously provided
      by
      the Indenture Trustee to Servicer, and (ii) as promptly as practicable following
      notice to or discovery by a Responsible Officer of the Indenture Trustee of
      any
      changes to such information, provide to the Servicer, in writing, such updated
      information.

    


    (b) As
      soon
      as available but no later than March 15 of each calendar year for so long as
      the
      Issuer is filing reports under the Exchange Act, commencing in March 15, 2009,
      the Indenture Trustee shall:

    


    (i)
      deliver to the Servicer a report regarding the Indenture Trustee’s assessment of
      compliance with the Servicing Criteria during the immediately preceding calendar
      year, as required under paragraph (b) of Rule 13a-18, Rule 15d-18 of the
      Exchange Act and Item 1122 of Regulation AB. Such report shall be signed by
      an
      authorized officer of the Indenture Trustee, and shall address each of the
      Servicing Criteria specified in Schedule
      I
      or such
      other criteria as mutually agreed upon by the Servicer and the Indenture
      Trustee;


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (ii)
      cause a firm of registered public accountants that is qualified and independent
      with the meaning of Rule 2-01 of Regulation S-X under the Securities Act to
      deliver a report for inclusion in the Issuer’s filing of Exchange Act Form 10-K
      that attests to, and reports on, the assessment of compliance made by the
      Indenture Trustee and delivered to the Servicer pursuant to the preceding
      paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
      2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;


     

    (iii)
      deliver to the Servicer and any other Person that will be responsible for
      signing the certification (a “Sarbanes
      Certification”)
      required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
      to
      Section 302 of the Sarbanes-Oxley Act) on behalf of the Issuer or the Servicer
      substantially in the form attached hereto as Exhibit
      D
      or such
      form as mutually agreed upon by the Servicer and the Indenture Trustee;
      and

     

    (iv)
      notify the Seller in writing of any affiliations or relationships (as described
      in Item 1119 of Regulation AB) between the Indenture Trustee and any Item 1119
      Party, provided,
      that no
      such notification need be made if the affiliations or relationships are
      unchanged from those provided in the notification in the prior calendar year
      

     

    The
      Indenture Trustee acknowledges that the parties identified in clause
      (iii)
      above
      may rely on the certification provided by the Indenture Trustee pursuant to
      such
      clause in signing a Sarbanes Certification and filing such with the
      Commission.

     

    (c) The
      Indenture Trustee agrees to perform all duties and obligations applicable to
      or
      required of the Indenture Trustee 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
      10.14 Form
      8-K Filings.
      So long
      as the Servicer is filing Exchange Act Reports with respect to the Issuer,
      the
      Indenture Trustee shall promptly notify the Servicer, but in no event later
      than
      one (1) Business Day after its occurrence, of any Reportable Event of which
      a
      Responsible Officer of the Indenture Trustee has actual knowledge (other than
      a
      Reportable Event described in clause
      (a)
      or
(b)
      of the
      definition thereof as to which the Servicer has actual knowledge). The Indenture
      Trustee shall be deemed to have actual knowledge of any such event to the extent
      that it relates to the Indenture Trustee or any action or failure to act by
      the
      Indenture Trustee. The statements contained in the Servicing Criteria assessment
      and any other information with respect to Citibank, N.A. provided by Citibank,
      N.A. to the Seller or its affiliates under this Section 10.14
      or
      Section 10.13
      (excluding clause (b)(ii)) shall be referred to as the “Provided
      Information.”

     

    [SIGNATURE
      PAGES FOLLOW]

    


    
      
        
        

      

      
        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 2008-A

            
	 
	
              By:

            	
              WILMINGTON
                TRUST COMPANY,

            
	 	
              not
                in its individual capacity

            
	 	
              but
                solely as Owner Trustee

            
	 	 
	
              By:

            	
              /s/
                J. Christopher Murphy

            
	
              Name:
                

            	
              J.
                Christopher Murphy

            
	
              Title:

            	
              Financial
                Services Officer

            


    

     

    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    
      	
              HYUNDAI
                ABS FUNDING CORPORATION,

            
	
              as
                Depositor

            
	 
	
              By:

            	
              /s/
                Min Sok Randy Park

            
	
              Name:
                

            	
              Min
                Sok Randy Park

            
	
              Title:

            	
              Vice
                President and Secretary

            


    

     

    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    

     

    
      	
              HYUNDAI
                MOTOR FINANCE COMPANY,

            
	
              as
                Servicer and Seller

            
	 
	
              By:

            	
              /s/
                Dae Kwon Ko

            
	
              Name:
                

            	
              Dae
                Kwon Ko

            
	
              Title:

            	
              Treasurer

            


    

     

    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    
      	
              CITIBANK,
                N.A.,

            
	
              not
                in its individual capacity

            
	
              but
                solely as Indenture Trustee

            
	 
	
              By:

            	
              /s/
                Karen Schluter

            
	
              Name:
                

            	
              Karen
                Schluter

            
	
              Title:

            	
              Vice
                President

            


    

    


    
      
        
        

      

      
        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 June 25, 2008 (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 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.

     

    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        Exhibit
          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 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
      an affiliate of HMFC, 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.

     

    
      
        
        

      

      
        Exhibit
          A-3

        
          

        

      

      
        
        

      

    

     

    (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.

     

    
      
        
        

      

      
        Exhibit
          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 Indenture Trustee pursuant to the
      Indenture, the Indenture Trustee shall have a first priority perfected security
      interest in each Receivable.

     

    
      
        
        

      

      
        Exhibit
          A-5

        
          

        

      

      
        
        

      

    

     

    (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 May 20, 2014.

     

    
      
        
        

      

      
        Exhibit
          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.

     

    
      
        
        

      

      
        Exhibit
          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 0.00% and the weighted average coupon on
      the
      pool of Receivables is at least 6.416%.

     

    (xxxvi)
      Remaining
      Term.
      Each
      Receivable has a remaining term of at least 3 months and no more than 72
      months.

     

    (xxxvii)
      Original
      Term.
      The
      weighted average original term for the Receivables is at least 65.58
      months.

     

    (xxxviii)
      Remaining
      Balance.
      Each
      Receivable has a remaining balance of at least $2,003.21 and not greater than
      $45,726.87.

     

    (xxxix)
      New
      Vehicles.
      At
      least 95.48% 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].

     

    
      
        
        

      

      
        Exhibit
          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
      $709,573,681.53.

     

    
      
        
        

      

      
        Exhibit
          A-9

        
          

        

      

      
        
        

      

    

    
      EXHIBIT
        B

       

      Form
        of
        Record Date Statement

       

      Hyundai
        Auto Receivables Trust 2008-A 

    

     

    
      
        	
                Monthly
                  Servicing Report

              	 	 	 	 
	
                Collection
                  Period

              	 	 	
                [_______

              	
                ]

              
	
                Distribution
                  Date

              	 	 	
                [_____

              	
                ]

              
	
                Transaction
                  Month

              	 	 	
                [_____

              	
                ]

              
	
                30/360
                  Days

              	 	 	
                [_____

              	
                ]

              
	
                Actual/360
                  Days

              	 	 	
                [_____

              	
                ]

              


      

    

     

    I.
      ORIGINAL DEAL PARAMETERS

    


    
      	
              Cut
                off Date:

            	 	 	
              [_____],
                2008

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Closing
                Date:

            	 	 	
              [_____],
                2008

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
            	 	 	
              Dollars 

            	 	 	
              Units

            	 	 	
              WAC

            	 	 	
              WAM

            	 	 	 	 
	
              Original
                Pool Balance:

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ] 

            	 	
              [_____

            	
              ] 

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
            	 	 	
              Dollar Amount 

            	 	 	
              % of Pool

            	 	 	
              Spread

            	 	 	
              Note
                Rate

            	 	 	
              Final Payment

              Date

            	 
	
              Class
                A-1 Notes Fixed

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ] 

            	 	 	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Class
                A-2 Notes Fixed

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	 	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Class
                A-3 Notes Fixed

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	 	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Class
                A-4 Notes Fixed

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	 	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Total
                Securities

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	 	 	 	 	 	 	 	 
	
              Overcollateralization

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	 	 	 	 	 	 	 	 
	
              YSOA

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	 	 	 	 	 	 	 	 
	
              Total
                Original Pool Balance

            	 	
              $

            	
              [_____________

            	
              ] 

            	 	
              [_____

            	
              ]

            	 	 	 	 	 	 	 	 	 


    

     

    
      
        

      

    

    II.
      POOL BALANCE AND PORTFOLIO INFORMATION

    


    
      	 	 	
              Beginning
                of Period

            	 	
              Ending
                of Period

            	 	
              Change

            	 
	 	 	
              Balance

            	 	
              Pool Factor

            	 	
              Balance

            	 	
              Pool Factor

            	 	 	 
	
              Class
                A-1 Notes

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ] 

            	 	
              [_____

            	
              ] 

            	 	
              [_____

            	
              ] 

            	 	
              [_____

            	
              ]

            
	
              Class
                A-2 Notes

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Class
                A-3 Notes

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Class
                A-4 Notes

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Total
                Securities

            	 	
              $

            	
              [_____________

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            
	
              Weighted
                Avg. Coupon (WAC)

            	 	 	
              
                [_____

              

            	] 	 	
            	
            	 	
              [_____

            	
              ]

            	 	 	 	 	 	 
	
              Weighted
                Avg. Remaining Maturity (WARM)

            	 	
               

            	
              
                [_____

              

            	
              ]

            	 	
               

            	
            	 	
              [_____

            	] 	 	 	 	 	 	 
	
              Pool
                Receivables Balance

            	 	
              
                $

              

            	
              
                [_____________

              

            	]  	
            	
               

            	
            	$	
              [_____________

            	
              ]

            	 	 	 	 	 	 
	
              Remaining
                Number of Receivables

            	 	
               

            	
              
                [_____

              

            	
              ]

            	 	
            	
            	 	
              [_____

            	] 	 	 	 	 	 	 
	
              Adjusted
                Pool Balance 

            	 	$	
              
                [_____________

              

            	] 	 	
               

            	
            	$	
              [_____________

            	] 	 	 	 	 	 	 


    

      

    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

       

    

    
      
        	
                Hyundai
                  Auto Receivables Trust 2008-A 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                 

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Monthly
                  Servicing Report

              	
                 

              	
                 

              	
                 

              	
                 

              
	
                Collection
                  Period

              	
                 

              	
                 

              	
                [_______

              	
                ]

              
	
                Distribution
                  Date

              	
                 

              	
                 

              	
                [_____

              	
                ]

              
	
                Transaction
                  Month

              	
                 

              	
                 

              	
                [_____

              	
                ]

              
	
                30/360
                  Days

              	
                 

              	
                 

              	
                [_____

              	
                ]

              
	
                Actual/360
                  Days

              	
                 

              	
                 

              	
                [_____

              	
                ]

              


      

    

     

    III.
      COLLECTIONS 

    


    
      	
              Principal:

            	 	 	 	 
	
              Principal
                Collections

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Repurchased
                Contract Proceeds Related to Principal

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Recoveries/Liquidation
                Proceeds

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Total
                Principal Collections

            	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 
	
              Interest:

            	 	 	 	 
	
              Interest
                Collections

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Late
                Fees & Other Charges

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Interest
                on Repurchase Principal

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Total
                Interest Collections

            	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 
	
              Collection
                Account Interest

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Reserve
                Account Interest

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Servicer
                Advances

            	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 
	
              Total
                Collections

            	 	
              $

            	
              [_____________

            	
              ]

            


    

     

    
      
         

      

      
        Exhibit
          B-2

        
          

        

      

      
         

      

    

    Hyundai
      Auto Receivables Trust 2008-A 

     

    
      	
              Monthly
                Servicing Report

            	 	 	 	 
	
              Collection
                Period

            	 	 	
              [_______

            	
              ]

            
	
              Distribution
                Date

            	 	 	
              [_____

            	
              ]

            
	
              Transaction
                Month

            	 	 	
              [_____

            	
              ]

            
	
              30/360
                Days

            	 	 	
              [_____

            	
              ]

            
	
              Actual/360
                Days

            	 	 	
              [_____

            	
              ]

            


    

     

    
      	
              IV.
                DISTRIBUTIONS

            	 
	 	 
	
              Total
                Collections

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Reserve
                Account Release

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Reserve
                Account Draw

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Total
                Available for Distribution

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
            	 	 	
              Amount
                Due 

            	 	 	
              Amount
                Paid

            	 	 	 	 
	
              1.
                Servicing Fee @1.00%:

            	 	 	 	 	 	 	 	 	 	 
	
              Servicing
                Fee Due

            	 	
              $

            	
              [_____________

            	
              ] 

            	
              $

            	
              [_____________

            	
              ] 

            	
              $

            	
              [_____________

            	
              ]

            
	
              Collection
                Account Interest

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Late
                Fees & Other Charges

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Total
                due to Servicer

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              2.
                Noteholders Interest:

            	 	 	 	 	 	 	 	 	 	 
	
              Class
                A-1 Notes

            	 	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Class
                A-2 Notes 

            	 	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Class
                A-3 Notes 

            	 	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Class
                A-4 Notes

            	 	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Total
                interest:

            	 	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              Available
                Funds Remaining

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              3.
                Principal Distribution Amount:

            	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 
	
            	 	 	
              Distributable Amount 

            	 	 	
              Paid
                Amount

            	 	 	 	 
	
              Class
                A-1 Notes

            	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Class
                A-2 Notes 

            	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Class
                A-3 Notes 

            	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Class
                A-4 Notes

            	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Total:

            	 	
              $

            	
              [_____________

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            	 	 	 
	
              Total
                Noteholders Principal

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 
	
              4.
                Available Amounts Remaining to reserve account

            	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              5.
                Trustee Expenses

            	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              6.
                Remaining Available Collections Released to
                Certificateholder

            	 	 	 	
              $

            	
              [_____________

            	
              ]

            


    

    


    
      
        
        

      

      
        Exhibit
          B-3

        
          

        

      

      
        
        

      

    

    
       

      Hyundai
        Auto Receivables Trust 2008-A 

       

      
        	
                Monthly
                  Servicing Report

              	 	 	 	 
	
                Collection
                  Period

              	 	 	
                [_______

              	
                ]

              
	
                Distribution
                  Date

              	 	 	
                [_____

              	
                ]

              
	
                Transaction
                  Month

              	 	 	
                [_____

              	
                ]

              
	
                30/360
                  Days

              	 	 	
                [_____

              	
                ]

              
	
                Actual/360
                  Days

              	 	 	
                [_____

              	
                ]

              


      

    

    


    V.
      YIELD SUPPLEMENT OVERCOLLATERALIZATION AMOUNT (YSOA)

    


    
      	
              Beginning
                Period Required Amount

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Beginning
                Period Amount

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Current
                Period Amortization

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Ending
                Period Required Amount

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Ending
                Period Amount

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Next
                Distribution Date Required Amount

            	 	
              $

            	
              [_____________

            	
              ]

            


    

    


    VI.
      RESERVE ACCOUNT

    


    
      	
              Reserve
                Percentage of Initial Adjusted Pool Balance 

            	 	 	
              [_____________]

            	
              %

            
	
              Beginning
                Period Required Amount 

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Beginning
                Period Amount

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Current
                Period Release to Collection Account

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Current
                Period Deposit

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Current
                Period Release to Depositor

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Ending
                Period Required Amount (0.5% of APB of cut-off date)

            	 	
              $

            	
              [_____________

            	
              ]

            
	
              Ending
                Period Amount

            	 	
              $

            	
              [_____________

            	
              ]

            


    

    


    
      	
              VII.
                OVERCOLLATERALIZATION

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Overcollateralization
                Target

            	 	 	
              [_____]

            	
              % 

            	 	 	 	 	 	 	 	 	 
	
              Overcollateralization
                Floor

            	 	 	
              [_____]

            	
              %

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
            	 	 	 	 	 	
              Beginning

            	
               

            	
               

            	
              Ending

            	
               

            	
               

            	
              Target

            	 
	
              Overcollateralization
                Amount

            	 	 	 	 	
              $

            	
              [_____________

            	
              ] 

            	
              $

            	
              [_____________

            	
              ] 

            	
              $

            	
              [_____________

            	
              ]

            
	
              Overcollateralization
                as a % of Adjusted Pool

            	 	 	 	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            


    

    


    
      
        
        

      

      
        Exhibit
          B-4

        
          

        

      

      
        
        

      

    

     

    
      Hyundai
        Auto Receivables Trust 2008-A 

       

      
        	
                Monthly
                  Servicing Report

              	 	 	 	 
	
                Collection
                  Period

              	 	 	
                [_______

              	
                ]

              
	
                Distribution
                  Date

              	 	 	
                [_____

              	
                ]

              
	
                Transaction
                  Month

              	 	 	
                [_____

              	
                ]

              
	
                30/360
                  Days

              	 	 	
                [_____

              	
                ]

              
	
                Actual/360
                  Days

              	 	 	
                [_____

              	
                ]

              


      

    

    


    VIII.
      DELINQUENCY AND NET LOSS ACTIVITY    

    


    
      	 	 	
              Units
                Percent

            	 	
              Units

            	 	
              Dollars

              Percent

            	 	
              Dollar
                Amount

            	 
	
              Current

            	 	 	
              [_____

            	
              ] 

            	 	
              [_____

            	
              ] 

            	 	
              [_____

            	
              ] 

            	
              $

            	
              [_____________

            	
              ]

            
	
              30 –
                60 Days

            	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              61 –
                90 Days

            	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              91
                + Days

            	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              Total

            	 	 	 	 	 	
              [_____

            	
              ]

            	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Delinquent
                Receivables 61+ days past due

            	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              Delinquency
                Ratio 61+ for 1st Preceding Collection Period

            	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              Delinquency
                Ratio 61+ for 2nd Preceding Collection Period

            	 	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	 	
              [_____

            	
              ]

            	
              $

            	
              [_____________

            	
              ]

            
	
              Three-Month
                Average Delinquency Ratio

            	 	 	
              [_____

            	
              ]

            	 	 	 	 	
              [_____

            	
              ]

            	 	 	 
	
               

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Repossession
                in Current Period

            	 	 	 	 	 	
              [_____

            	
              ]

            	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Repossession
                Inventory

            	 	 	 	 	 	
              [_____

            	
              ]

            	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Charge-Offs

            	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Gross
                Principal of Charge-Off for Current Period

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Recoveries

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Net
                Charge-offs for Current Period

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Beginning
                Pool Balance for Current Period

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Net
                Loss Ratio

            	 	 	 	 	 	 	 	 	 	 	 	
              [_____

            	
              ]

            
	
              Net
                Loss Ratio for 1st Preceding Collection Period

            	 	 	 	 	 	 	 	 	 	 	 	
              [_____

            	
              ]

            
	
              Net
                Loss Ratio for 2nd Preceding Collection Period

            	 	 	 	 	 	 	 	 	 	 	 	
              [_____

            	
              ]

            
	
              Three-Month
                Average Net Loss Ratio for Current Period

            	 	 	 	 	 	 	 	 	 	 	 	
              [_____

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Cumulative
                Net Losses for All Periods

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Cumulative
                Net Losses as a % of Initial Pool Balance

            	 	 	 	 	 	 	 	 	 	 	 	
              [_____

            	
              ]

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Principal
                Balance of Extensions

            	 	 	 	 	 	 	 	 	 	 	
              $

            	
              [_____________

            	
              ]

            
	
              Number
                of Extensions

            	 	 	 	 	 	 	 	 	 	 	 	
              [_____

            	
              ]

            


    

    


    
      
        
        

      

      
        Exhibit
          B-5

        
          

        

      

      
        
        

      

    

    
       

    

    EXHIBIT
      C

     

    Form
      of Servicer’s Certificate

     

    Collection
      Period:     ________________

    Distribution
      Date:     ________________

     

    Hyundai
      Auto Receivables Trust 2008-A

     

    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 June 25, 2008 among Hyundai
      Auto
      Receivables Trust 2008-A, as Issuer, Hyundai ABS Funding Corporation, as
      Depositor, HMFC, as Seller and Servicer and Citibank, N.A.,
      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:

               

            


    

    


    
      
        
        

      

      
        Exhibit
          C-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      D

     

    Form
      of
      Indenture Trustee’s Annual Sarbanes Certification

    


     

    
      	
              Re:

            	
              HYUNDAI
                AUTO RECEIVABLES TRUST 2008-A

            


    

     

    Citibank,
      N.A., not in its individual capacity but solely as indenture trustee (the
“Indenture
      Trustee”),
      certifies to Hyundai Motor Finance Company (the “Servicer”),
      and
      its officers, with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1) It
      has
      reviewed the report on assessment of the Indenture Trustee’s compliance provided
      in accordance with Rules 13a-18 and 15d-18 under the Securities Exchange Act
      of
      1934, as amended, and Item 1122 of Regulation AB (the “Servicing
      Assessment”)
      that
      was delivered by the Indenture Trustee to the Servicer pursuant to the Sale
      and
      Servicing Agreement (the “Agreement”),
      dated
      as of June 25, 2008, by and among
      Hyundai Auto Receivables Trust 2008-A, Hyundai ABS Funding Corporation, the
      Servicer, Hyundai Motor Finance Company, as seller, and the Indenture
      Trustee;

     

    (2) To
      the
      best of its knowledge, the Servicing Assessment, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Servicing Assessment; and

     

    (3) To
      the
      best of its knowledge, all of the Provided Information (as defined in
Section
      10.14
      of the
      Agreement) required to be provided by the Indenture Trustee under the Agreement
      has been provided to the Seller.

     

    


    
      	 	
              CITIBANK,
                N.A., not in its individual capacity but solely as Indenture
                Trustee

            
	 	 
	
              Date: 
                

            	  
	   



    

    


    
      
        
        

      

      
        Exhibit
          D-1

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      A

     

    Schedule
      of Receivables

     

    [Delivered
      to the Trust at Closing]

     

    
      
        
        

      

      
        Schedule
          A-1

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
      B

     

    Yield
      Supplement Overcollateralization Amount

     

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

     

    
      	
              Payment
                Date

            	  	
              Yield Supplement

              Overcollateralization

              Amount

            	 
	
              Closing
                Date  

            	 	
              $

            	
              34,596,320.12

            	 
	
              July
                2008 

            	 	
              $

            	
              33,563,752.80

            	 
	
              August
                2008 

            	 	
              $

            	
              32,544,890.64

            	 
	
              September
                2008 

            	 	
              $

            	
              31,539,856.25

            	 
	
              October
                2008 

            	 	
              $

            	
              30,548,773.09

            	 
	
              November
                2008 

            	 	
              $

            	
              29,571,765.46

            	 
	
              December
                2008 

            	 	
              $

            	
              28,608,957.26

            	 
	
              January
                2009 

            	 	
              $

            	
              27,660,473.18

            	 
	
              February
                2009 

            	 	
              $

            	
              26,726,438.98

            	 
	
              March
                2009 

            	 	
              $

            	
              25,806,982.09

            	 
	
              April
                2009 

            	 	
              $

            	
              24,902,229.71

            	 
	
              May
                2009 

            	 	
              $

            	
              24,012,311.01

            	 
	
              June
                2009 

            	 	
              $

            	
              23,137,354.46

            	 
	
              July
                2009 

            	 	
              $

            	
              22,277,486.18

            	 
	
              August
                2009 

            	 	
              $

            	
              21,432,825.71

            	 
	
              September
                2009 

            	 	
              $

            	
              20,603,484.24

            	 
	
              October
                2009 

            	 	
              $

            	
              19,789,586.81

            	 
	
              November
                2009 

            	 	
              $

            	
              18,991,262.76

            	 
	
              December
                2009 

            	 	
              $

            	
              18,208,642.70

            	 
	
              January
                2010 

            	 	
              $

            	
              17,441,857.20

            	 
	
              February
                2010 

            	 	
              $

            	
              16,691,029.96

            	 
	
              March
                2010 

            	 	
              $

            	
              15,956,293.30

            	 
	
              April
                2010 

            	 	
              $

            	
              15,237,779.31

            	 
	
              May
                2010 

            	 	
              $

            	
              14,535,615.36

            	 
	
              June
                2010 

            	 	
              $

            	
              13,849,928.08

            	 
	
              July
                2010 

            	 	
              $

            	
              13,180,839.74

            	 
	
              August
                2010 

            	 	
              $

            	
              12,528,455.31

            	 
	
              September
                2010 

            	 	
              $

            	
              11,892,884.80

            	 
	
              October
                2010 

            	 	
              $

            	
              11,274,250.49

            	 
	
              November
                2010 

            	 	
              $

            	
              10,672,675.34

            	 
	
              December
                2010 

            	 	
              $

            	
              10,088,278.21

            	 
	
              January
                2011 

            	 	
              $

            	
              9,521,184.39

            	 
	
              February
                2011 

            	 	
              $

            	
              8,971,511.74

            	 
	
              March
                2011 

            	 	
              $

            	
              8,439,376.26

            	 
	
              April
                2011 

            	 	
              $

            	
              7,924,892.31

            	 
	
              May
                2011 

            	 	
              $

            	
              7,428,177.26

            	 


    

     

    
      
        
        

      

      
        Schedule
          B-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Payment
                Date

            	  	 	
              Yield Supplement

              Overcollateralization

              Amount

            	 
	
              June
                2011 

            	 	
              $

            	
              6,949,320.17

            	 
	
              July
                2011 

            	 	
              $

            	
              6,488,372.71

            	 
	
              August
                2011 

            	 	
              $

            	
              6,045,072.52

            	 
	
              September
                2011 

            	 	
              $

            	
              5,618,957.10

            	 
	
              October
                2011 

            	 	
              $

            	
              5,209,979.13

            	 
	
              November
                2011 

            	 	
              $

            	
              4,818,135.49

            	 
	
              December
                2011 

            	 	
              $

            	
              4,443,333.61

            	 
	
              January
                2012 

            	 	
              $

            	
              4,085,604.74

            	 
	
              February
                2012 

            	 	
              $

            	
              3,744,992.49

            	 
	
              March
                2012 

            	 	
              $

            	
              3,421,485.15

            	 
	
              April
                2012 

            	 	
              $

            	
              3,115,019.25

            	 
	
              May
                2012 

            	 	
              $

            	
              2,825,305.22

            	 
	
              June
                2012 

            	 	
              $

            	
              2,551,530.95

            	 
	
              July
                2012 

            	 	
              $

            	
              2,293,512.04

            	 
	
              August
                2012 

            	 	
              $

            	
              2,051,055.83

            	 
	
              September
                2012 

            	 	
              $

            	
              1,823,933.14

            	 
	
              October
                2012 

            	 	
              $

            	
              1,612,035.87

            	 
	
              November
                2012 

            	 	
              $

            	
              1,415,327.19

            	 
	
              December
                2012 

            	 	
              $

            	
              1,233,321.89

            	 
	
              January
                2013 

            	 	
              $

            	
              1,065,856.26

            	 
	
              February
                2013 

            	 	
              $

            	
              912,779.75

            	 
	
              March
                2013 

            	 	
              $

            	
              773,420.31

            	 
	
              April
                2013 

            	 	
              $

            	
              647,150.71

            	 
	
              May
                2013 

            	 	
              $

            	
              533,512.07

            	 
	
              June
                2013 

            	 	
              $

            	
              431,172.78

            	 
	
              July
                2013 

            	 	
              $

            	
              339,821.62

            	 
	
              August
                2013 

            	 	
              $

            	
              259,418.28

            	 
	
              September
                2013 

            	 	
              $

            	
              190,032.98

            	 
	
              October
                2013 

            	 	
              $

            	
              131,739.83

            	 
	
              November
                2013 

            	 	
              $

            	
              84,601.58

            	 
	
              December
                2013 

            	 	
              $

            	
              48,513.89

            	 
	
              January
                2014 

            	 	
              $

            	
              23,451.19

            	 
	
              February
                2014 

            	 	
              $

            	
              9,289.74

            	 
	
              March
                2014 

            	 	
              $

            	
              3,286.97

            	 
	
              April
                2014 

            	 	
              $

            	
              704.64

            	 
	
              May
                2014 

            	 	
              $

            	
              110.47

            	 
	
              June
                2014 (and thereafter) 

            	 	
              $

            	
              0.00

            	 


    

    


    
      
        
        

      

      
        Schedule
          B-2

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    REGULATION
      AB REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    PART
      I

     

    DEFINED
      TERMS

    


    Section
      1.01. 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.

     

    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. For so long as the Issuer
      is subject to the reporting requirements under the Securities Exchange Act
      of
      1934, as amended, 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
      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-1

        
          

        

      

      
        
        

      

    


    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.

            


    

     

    *Solely
      with respect to remittances

     

    
      
        
        

      

      
        Schedule
          I-1