Unassociated Document


    
      
        Exhibit
          10.1

      

        
        

      EXECUTION
        VERSION

    

    
 

    RECEIVABLES
      PURCHASE AGREEMENT

     

    between

     

    HYUNDAI
      MOTOR FINANCE COMPANY,


     

    as
      Seller,

     

    and

     

    HYUNDAI
      ABS FUNDING CORPORATION,


     

    as
      Depositor

     

    Dated
      as
      of June 25, 2008

     

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page

     

    
      	
              ARTICLE
                I. CERTAIN
                DEFINITIONS

            	
              1

            
	
              ARTICLE
                II. CONVEYANCE
                OF RECEIVABLES

            	
              3

            
	
              Section
                2.01

            	
              Conveyance
                of Receivables

            	
              3

            
	
              Section
                2.02

            	
              The
                Closing

            	
              4

            
	
              ARTICLE
                III. REPRESENTATIONS
                AND WARRANTIES

            	
              4

            
	
              Section
                3.01

            	
              Representations
                and Warranties of Depositor

            	
              4

            
	
              Section
                3.02

            	
              Representations
                and Warranties of Seller

            	
              5

            
	
              ARTICLE
                IV. CONDITIONS

            	
              12

            
	
              Section
                4.01

            	
              Conditions
                to Obligation of the Depositor

            	
              12

            
	
              Section
                4.02

            	
              Conditions
                to Obligation of the Seller

            	
              13

            
	
              ARTICLE
                V. COVENANTS
                OF THE SELLER

            	
              13

            
	
              Section
                5.01

            	
              Protection
                of Right, Title and Interest

            	
              13

            
	
              Section
                5.02

            	
              Other
                Liens or Interests

            	
              14

            
	
              Section
                5.03

            	
              Costs
                and Expenses

            	
              14

            
	
              Section
                5.04

            	
              Hold
                Harmless

            	
              14

            
	
              ARTICLE
                VI. INDEMNIFICATION

            	
              15

            
	
              Section
                6.01

            	
              Indemnification

            	
              15

            
	
              ARTICLE 
                VII.MISCELLANEOUS
                PROVISIONS

            	
              15

            
	
              Section
                7.01

            	
              Obligations
                of Seller

            	
              15

            
	
              Section
                7.02

            	
              Repurchase
                Events

            	
              15

            
	
              Section
                7.03

            	
              Depositor
                Assignment of Repurchased Receivables

            	
              16

            
	
              Section
                7.04

            	
              Transfer
                to the Issuer

            	
              16

            
	
              Section
                7.05

            	
              Amendment

            	
              16

            
	
              Section
                7.06

            	
              Waivers

            	
              16

            
	
              Section
                7.07

            	
              Notices

            	
              17

            
	
              Section
                7.08

            	
              Costs
                and Expenses

            	
              17

            
	
              Section
                7.09

            	
              Representations
                of the Seller and the Depositor

            	
              17

            
	
              Section
                7.10

            	
              Confidential
                Information

            	
              17

            
	
              Section
                7.11

            	
              Headings
                and Cross-References

            	
              17

            
	
              Section
                7.12

            	
              GOVERNING
                LAW

            	
              17

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      	
              Section
                7.13

            	
              Counterparts

            	
              17

            
	
              Section
                7.14

            	
              Third
                Party Beneficiary

            	
              17

            
	
              Section
                7.15

            	
              No
                Proceedings

            	
              18

            
	
              Section
                7.16

            	
              Nonpetition
                Covenant

            	
              18

            


    

     

    
      	
              SCHEDULE
                I

            	
              Schedule
                of Receivables

            	
              I-1

            
	
              SCHEDULE
                II

            	
              Receivable
                File Schedule

            	
              II-1

            
	
              SCHEDULE
                III

            	
              Reconveyance
                Agreements

            	
              III-1

            
	
              SCHEDULE
                IV

            	
              Conduit
                Documents

            	
              IV-1

            


    

    


    



    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    



    RECEIVABLES
      PURCHASE AGREEMENT dated as of June 25, 2008 between HYUNDAI MOTOR FINANCE
      COMPANY, a California corporation, as seller (the “Seller”),
      and
      HYUNDAI ABS FUNDING CORPORATION, a Delaware corporation, as depositor
      (the “Depositor”).

     

    RECITALS

     

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

     

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

     

    WHEREAS,
      the Depositor intends, concurrently with its purchases from time to time
      hereunder, to convey all of its right, title and interest in and to
      $709,573,681.53 of such contracts to Hyundai Auto Receivables Trust 2008-A
      (the
“Issuer”)
      pursuant to a Sale and Servicing Agreement dated as of June 25, 2008 (the
“Sale
      and Servicing Agreement”),
      by
      and among the Issuer, the Depositor, the Seller, Hyundai Motor Finance Company,
      as Servicer and Citibank, N.A., as Indenture Trustee, and the Issuer intends
      to
      pledge all of its right, title and interest in such contracts to the Indenture
      Trustee pursuant to the Indenture.

     

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

     

    ARTICLE
      I.

    Certain
      Definitions

     

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

     

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

     

    “Closing
      Date”
shall
      mean June 25, 2008.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “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.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Transfer
      Date”
shall
      mean the Cutoff Date.

     

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

     

    “Underwriting
      Agreement”
means
      the Underwriting Agreement dated June 16, 2008, relating to Hyundai Auto
      Receivables Trust 2008-A among the Depositor, HMFC and Banc of America
      Securities LLC, on behalf of itself and as Representative of the Several
      Underwriters, as amended, supplemented, amended and restated or otherwise
      modified from time to time.

     

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    ARTICLE
      II.

    Conveyance
      of Receivables

     

    Section
      2.01 Conveyance
      of Receivables.

     

    (a) In
      consideration of the Depositor’s delivery to the Seller on the Closing Date of
      $608,178,651.12 and a capital contribution by the Seller to the Depositor of
      $101,395,030.41 aggregate principal amount of the Receivables, the Seller does
      hereby sell, transfer, assign, set over and otherwise convey to the Depositor
      without recourse (subject to the obligations of the Seller herein) all right,
      title, and interest of the Seller in and to:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b) [Reserved].

     

    (c) [Reserved].

     

    (d) The
      Seller and the Depositor intend that the transfer of assets by the Seller to
      the
      Depositor pursuant to this Agreement be a sale of the ownership interest in
      such
      assets to the Depositor, rather than the mere granting of a security interest
      to
      secure a borrowing. In the event, however, that such transfer is deemed not
      to
      be a sale but to be of a mere security interest to secure a borrowing or such
      transfer is otherwise not effective to sell the Receivables and other property
      described in Section 2.01(a) hereof, the Seller shall be deemed to have hereby
      granted to the Depositor a perfected first priority security interest in all
      such assets, and this Agreement shall constitute a security agreement under
      applicable law. Pursuant to the Sale and Servicing Agreement and Section 7.04
      hereof, the Depositor may sell, transfer and assign to the Issuer (i) all
      or any portion of the assets assigned to the Depositor hereunder, (ii) all
      or
      any portion of the Depositor’s rights against the Seller under this Agreement
      and (iii) all proceeds thereof. Such assignment may be made by the Depositor
      with or without an assignment by the Depositor of its rights under this
      Agreement, and without further notice to or acknowledgement from the Seller.
      The
      Seller waives, to the extent permitted under applicable law, all claims, causes
      of action and remedies, whether legal or equitable (including any right of
      setoff), against the Depositor or any assignee of the Depositor relating to
      such
      action by the Depositor in connection with the transactions contemplated by
      the
      Sale and Servicing Agreement.

     

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Section
      2.02 The
      Closing.
      The
      sale and purchase of the Receivables shall take place at a closing at the
      offices of Mayer Brown LLP, 71 South Wacker Drive, Chicago, Illinois 60606,
      on
      the Closing Date, simultaneously with the closing under (a) the Sale and
      Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

     

    ARTICLE
      III.

    Representations
      and Warranties

     

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

     

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

     

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

     

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

     

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Section
      3.02 Representations
      and Warranties of Seller.

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    (xi) [Reserved].

     

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

     

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

     

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

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    (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 pending bankruptcy
      proceeding.

     

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

     

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

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (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 I to this Agreement is true and correct in
      all
      material respects as of the close of business on the Cutoff Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xiii) Lawful
      Assignment.
      No
      Receivable has been originated in, or is subject to the laws of, any
      jurisdiction the laws of which would make unlawful, void or voidable the sale,
      transfer and assignment of such Receivable under this Agreement, the Sale and
      Servicing Agreement or the pledge of such Receivable under the
      Indenture.

     

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

     


    
      
        
        

      

      
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    (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.

     


    
      
        
        

      

      
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    (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.

     

    (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.

     


    
      
        
        

      

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

     

    (xxxi) [Reserved].

     

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

     

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

     

    (xxxiv)  [Reserved].

     

    (xxxv)  APR.
      No
      Receivable has an APR of less than 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.

     


    
      
        
        

      

      
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    (xlvi) [Reserved].

     

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

     

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

     

    ARTICLE
      IV.

    Conditions

     

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

     

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

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE
      V.

    Covenants
      of the Seller

     

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

     

    Section
      5.01 Protection
      of Right, Title and Interest.

     

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

     


    
      
        
        

      

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

     

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

     

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

     

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

     

     


    
      
        
        

      

      
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    ARTICLE
      VI.

    Indemnification

     

    Section
      6.01 Indemnification.

     

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

     

    ARTICLE
      VII.

    Miscellaneous
      Provisions

     

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

     

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

     

     


    
      
        
        

      

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

     

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

     

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


     

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

     

     


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

     


    
      
        
        

      

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

     

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

     

    [Remainder
      of Page Intentionally Left Blank]

     

    


     

    


     

    



    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    



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

     

    HYUNDAI
      MOTOR FINANCE COMPANY

     

    By:
      /s/
      Dae
      Kwon
      Ko                                       


    Name:
      Dae
      Kwon Ko

    Title:
      Treasurer

     


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    


    HYUNDAI
      ABS FUNDING CORPORATION

     

    By:
      /s/
      Min Sok Randy
      Park                              


    Name:
      Min
      Sok Randy Park

    Title:
      Vice President and Secretary

     

    



    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    



    SCHEDULE
      I

     

    Schedule
      of Receivables

     

    [To
      be
      delivered to the Trust at Closing]

     

    



    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      II

     

    Receivable
      File Schedule

     

    
      	
              1.

            	
              All
                documents obtained or created in connection with the credit
                investigation.

            


    

     

    
      	
              2.

            	
              All
                Obligor records including without limitation (i) file copy of Receivable;
                (ii) copy of Dealer assignment (if applicable) and any intervening
                assignments; (iii) warranty copy (if applicable); (iv) credit life
                insurance policy (if applicable); (v) proof of auto insurance or
                obligor
                agreement to provide such insurance; (vi) title application; (vii)
                contract verification sheet; and (viii) original
                application.

            


    

     

    
      	
              3.

            	
              Original
                document file together with all documents maintained
                therein.

            


    

     

    
      	
              4.

            	
              Any
                and all other documents that the Servicer shall keep on file in accordance
                with its customary procedures relating to a Receivable, an Obligor
                or a
                Financed Vehicle.

            


    

     

    



    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      III

     

    Reconveyance
      Agreements

     

    Reconveyance
      and Release Agreement dated as of June 25, 2008 among Hyundai BC Funding
      Corporation, Société Générale, Amsterdam Funding Corporation, Barton Capital
      LLC, Sheffield Receivables Corporation and Park Avenue Receivables Company,
      LLC

     

    Receivables
      Transfer Agreement and Assignment dated as of June 25, 2008 between Hyundai
      Motor Finance Company and Hyundai BC Funding Corporation

     

    



    
      
        
        

      

      
        III-1

        
          

        

      

      
        
        

      

    



    SCHEDULE
      IV

     

    Conduit
      Documents

     

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

     

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

     

    
      
        
        

      

      
        IV-1