Unassociated Document


    Exhibit
      10.3

      
      

    EXECUTION
      VERSION


     

    
      

      

    

     

    OWNER
      TRUST ADMINISTRATION AGREEMENT

     

    among

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A, as Issuer,

     

    HYUNDAI
      MOTOR FINANCE COMPANY, as Administrator,

     

    and

     

    CITIBANK,
      N.A., as Indenture Trustee

     

    Dated
      as
      of June 25, 2008

     

     

     

    
      

      

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page


    
      	
              Section
                1.1

            	
              Duties
                of the Administrator with Respect to the Depository Agreement and
                the
                Indenture

            	
              2

            
	
              Section
                1.2

            	
              Additional
                Duties

            	
              5

            
	
              Section
                1.3

            	
              Non-Ministerial
                Matters

            	
              6

            
	
              Section
                2.

            	
              Records

            	
              7

            
	
              Section
                3.

            	
              Compensation

            	
              7

            
	
              Section
                4.

            	
              Additional
                Information To Be Furnished to the Issuer

            	
              7

            
	
              Section
                5.

            	
              Independence
                of the Administrator

            	
              7

            
	
              Section
                6.

            	
              No
                Joint Venture

            	
              7

            
	
              Section
                7.

            	
              Other
                Activities of Administrator

            	
              7

            
	
              Section
                8.

            	
              Term
                of Agreement; Resignation and Removal of Administrator

            	
              7

            
	
              Section
                9.

            	
              Action
                upon Termination, Resignation or Removal

            	
              9

            
	
              Section
                10.

            	
              Notices

            	
              9

            
	
              Section
                11.

            	
              Amendments

            	
              10

            
	
              Section
                12.

            	
              Successors
                and Assigns

            	
              11

            
	
              Section
                13.

            	
              GOVERNING
                LAW

            	
              11

            
	
              Section
                14.

            	
              Headings

            	
              11

            
	
              Section
                15.

            	
              Counterparts

            	
              11

            
	
              Section
                16.

            	
              Severability

            	
              11

            
	
              Section
                17.

            	
              Not
                Applicable to Citibank, N.A. in Other Capacities

            	
              12

            
	
              Section
                18.

            	
              Limitation
                of Liability of Owner Trustee and Indenture Trustee

            	
              12

            
	
              Section
                19.

            	
              Third-Party
                Beneficiary

            	
              12

            
	
              Section
                20.

            	
              Nonpetition
                Covenants

            	
              12

            
	
              Section
                21.

            	
              Liability
                of Administrator

            	
              13

            
	
              Section
                22.

            	
              Limitation
                or Rights

            	
              13

            
	
              Exhibit
                A

            	
              POWER
                OF ATTORNEY

            	
              A-1

            


    

    


    



    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    



    This
      OWNER TRUST ADMINISTRATION AGREEMENT dated as of June 25, 2008 among HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A, a Delaware statutory trust (the “Issuer”),
      HYUNDAI MOTOR FINANCE COMPANY, a California corporation, as administrator (the
      “Administrator”),
      and
      CITIBANK, N.A., a national banking association, not in its individual capacity
      but solely as Indenture Trustee (the “Indenture
      Trustee”).

     

    WITNESSETH
      :

     

    WHEREAS,
      the Issuer was formed pursuant to a Trust Agreement dated as of December 17,
      2007 and is governed by an Amended and Restated Trust Agreement dated as of
      June
      25, 2008 (as amended and supplemented from time to time, the “Trust
      Agreement”),
      by
      and among Hyundai ABS Funding Corporation, as depositor (the “Depositor”),
      Wilmington Trust Company, not in its individual capacity but solely as
      owner trustee (the “Owner
      Trustee”),
      and
      Hyundai Motor Finance Company, as administrator (the “Administrator”),
      and
      is issuing 2.84863% Asset Backed Notes, Class A-1, 4.16% Asset Backed
      Notes, Class A-2, 4.93% Asset Backed Notes, Class A-3, and 5.48% Asset
      Backed Notes, Class A-4 (collectively, the “Notes”)
      pursuant to the Indenture dated as of June 25, 2008 (as amended and supplemented
      from time to time, the “Indenture”),
      between the Issuer and the Indenture Trustee, and is issuing asset backed
      certificates (the “Trust
      Certificates”
and,
      collectively with the Notes, the “Securities”)
      pursuant to the Trust Agreement (capitalized terms used and not otherwise
      defined herein shall have the meanings assigned to such terms in the Indenture
      or the Trust Agreement, as applicable);

     

    WHEREAS,
      the Issuer has entered into certain agreements in connection with the issuance
      of the Securities, including (i) a Sale and Servicing Agreement dated as of
      June
      25, 2008 (as amended and supplemented from time to time, the “Sale
      and Servicing Agreement”),
      among
      Hyundai Motor Finance Company, as seller (in such capacity, the “Seller”)
      and as
      servicer (in such capacity the “Servicer”),
      the
      Depositor, the Issuer and the Indenture Trustee, (ii) a Letter of
      Representations dated June 25, 2008 (as amended and supplemented from time
      to
      time, the “Depository
      Agreement”),
      among
      the Issuer, the Indenture Trustee, the Administrator and The Depository Trust
      Company (“DTC”)
      relating to the Notes and (iii) the Indenture.

     

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

     

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

     

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

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    (m) [Reserved];

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

    Section
      1.2 Additional
      Duties.

     

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

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (b) Notwithstanding
      anything in this Agreement or the Related Agreements to the contrary, the
      Administrator shall be responsible for performance of the duties of the Owner
      Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence
      of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to,
      among other things, accounting and reports to Owners; provided, however, that
      the Owner Trustee shall retain responsibility for the distribution of the
      Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner
      to prepare its federal and state income tax returns.

     

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

     

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

     

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

     

    Section
      1.3 Non-Ministerial
      Matters.

     

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

     

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

     

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

     

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

     

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

     

    (e) the
      removal of the Indenture Trustee.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

    Section
      7. Other
      Activities of Administrator.

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (g) A
      successor Administrator shall execute, acknowledge and deliver a written
      acceptance of its appointment hereunder to the resigning Administrator and
      to
      the Issuer. Thereupon the resignation or removal of the resigning Administrator
      shall become effective, and the successor Administrator shall have all the
      rights, powers and duties of the Administrator under this Agreement. The
      successor Administrator shall mail a notice of its succession to the Noteholders
      and the Certificateholders. The resigning Administrator shall promptly transfer
      or cause to be transferred all property and any related agreements, documents
      and statements held by it as Administrator to the successor Administrator and
      the resigning Administrator shall execute and deliver such instruments and
      do
      other things as may reasonably be required for fully and certainly vesting
      in
      the successor Administrator all rights, power, duties and obligations
      hereunder.

     

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

     

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

     

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

       


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

     

    
      	 	
              (a)

            	
              if
                to the Issuer or the Owner Trustee,
                to:

            


    

     

    Hyundai
      Auto Receivables Trust 2008-A

    In
      care
      of Wilmington Trust Company

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

    Attention:
      Corporate Trust Administration

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	 	
              (b)

            	
              if
                to the Administrator, to:

            


    

     

    Hyundai
      Motor Finance Company

    10550
      Talbert Avenue

    Fountain
      Valley, CA 92708

    Attention:
      Vice President, Finance

    with
      a
      copy to the General Counsel

     

    
      	 	
              (c)

            	
              if
                to the Indenture Trustee, to:

            


    

     

    Citibank,
      N.A.

    388
      Greenwich Street, 14th
      Floor

    New
      York,
      New York 10013

    Attention:
      Structured Finance Agency and Trust - Hyundai Auto Receivables Trust
      2008-A

     

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

     

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

     

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Section
      12. Successors
      and Assigns.
      This
      Agreement may not be assigned by the Administrator unless such assignment is
      previously consented to in writing by the Issuer and the Owner Trustee and
      subject to the satisfaction of the Rating Agency Condition in respect thereof.
      An assignment with such consent and satisfaction, if accepted by the assignee,
      shall bind the assignee hereunder in the same manner as the Administrator is
      bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
      by the Administrator without the consent of the Issuer or the Owner Trustee
      to a
      corporation or other organization that is a successor (by merger, consolidation
      or purchase of assets) to the Administrator; provided that such successor
      organization executes and delivers to the Issuer, the Owner Trustee and the
      Indenture Trustee an agreement in which such corporation or other organization
      agrees to be bound hereunder by the terms of said assignment in the same manner
      as the Administrator is bound hereunder and represents that it has the financial
      ability to satisfy its indemnification obligations hereunder. Notwithstanding
      the foregoing, the Administrator can transfer its obligations to any affiliate
      that succeeds to substantially all of the assets and liabilities of the
      Administrator and who has represented and warranted that it is not less
      creditworthy than the Administrator. Subject to the foregoing, this Agreement
      shall bind any successors or assigns of the parties hereto.

     

    Section
      13. GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
      YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS,
      RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
      WITH SUCH LAWS.

     

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

     

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

     

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

     

    Section
      17. Not
      Applicable to Citibank, N.A. in Other Capacities.
      Nothing
      in this Agreement shall affect any obligation Citibank, N.A. may have in any
      other capacity.

     

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


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

     

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

     

    (b) Notwithstanding
      anything contained herein to the contrary, this Agreement has been countersigned
      by the Indenture Trustee solely as Indenture Trustee and in no event shall
      the
      Indenture Trustee have any liability for the representations, warranties,
      covenants, agreements or other obligations of the Issuer hereunder or in any
      of
      the certificates, notices or agreements delivered pursuant hereto, as to all
      of
      which recourse shall be had solely to the assets of the Issuer.

     

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

     

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

     

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

     

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


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

     

    [SIGNATURE
      PAGES FOLLOW]

    


     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    



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

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 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

        
          

        

      

      
        
        

      

    


    CITIBANK,
      N.A.,
      

    not
      in
      its individual capacity

    but
      solely as Indenture Trustee

     

    By:
      /s/
      Karen
      Schluter                                    


    Name:
      Karen Schluter

    Title:
      Vice President

     


    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    HYUNDAI
      MOTOR FINANCE COMPANY,

    as
      Administrator

     

    By:
      /s/
      Dae Kwon
      Ko                                     


    Name:
      Dae
      Kwon Ko

    Title:
      Treasurer

     

    


     


    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    POWER
      OF ATTORNEY

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )

            
	
              COUNTY
                OF

            	
              )

            


    

    


     

    KNOW
      ALL
      MEN BY THESE PRESENTS, that Hyundai Auto Receivables Trust 2008-A (the
“Issuer”),
      does
      hereby make, constitute and appoint Hyundai Motor Finance Company, as
      administrator (the “Administrator”)
      under
      the Owner Trust Administration Agreement dated June 25, 2008 (the “Administration
      Agreement”),
      among
      the Issuer, the Administrator, the Owner Trustee, and Citibank, N.A., as
      Indenture Trustee, as the same may be amended from time to time, and its agents
      and attorneys, as Attorneys-in-Fact to execute on behalf of the Owner Trustee
      or
      the Issuer all such documents, reports, filings, instruments, certificates
      and
      opinions as it should be the duty of the Owner Trustee or the Issuer to prepare,
      file or deliver pursuant to the Basic Documents, or pursuant to Section 5.04(a),
      (b), (c) or (d) of the Trust Agreement, including, without limitation, to appear
      for and represent the Owner Trustee and the Issuer in connection with the
      preparation, filing and audit of federal, state and local tax returns pertaining
      to the Issuer, and with full power to perform any and all acts associated with
      such returns and audits that the Owner Trustee could perform, including without
      limitation, the right to distribute and receive confidential information, defend
      and assert positions in response to audits, initiate and defend litigation,
      and
      to execute waivers of restrictions on assessments of deficiencies, consents
      to
      the extension of any statutory or regulatory time limit, and
      settlements.

     

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

     

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

     

    EXECUTED
      this ___ day
      of
      June, 2008.

     

    HYUNDAI
      AUTO RECEIVABLES TRUST 2008-A

     

    By:
      WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity

    but
      solely as Owner Trustee

     

    By:
      _______________________________

    Name:
      

    Title:
      

     


    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF

            	
              )

            
	 	
              )

            
	
              COUNTY
                OF

            	
              )

            


    

    


     

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

     

    Sworn
      to
      before me this ___ day of June, 2008.

     

    Notary
      Public - State of _________________

     

    


    
      
        
        

      

      
        Exhibit
          A-2