EXHIBIT 10.6


 


ASSET REPRESENTATIONS REVIEW AGREEMENT


 


among


 


HYUNDAI AUTO RECEIVABLES TRUST 20[_]-[_],

as Issuer,


 


HYUNDAI CAPITAL AMERICA,

as Servicer


 


and


 


[                         ],


 


as Asset Representations Reviewer


 


Dated as of [           ]


 




     


     


    

  


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I	USAGE AND DEFINITIONS	1
	 	 	 
	Section 1.1.	Usage and Definitions	1
	 	 	 
	Section 1.2.	Additional Definitions	2
	 	 	 
	ARTICLE II	ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER	2
	 	 	 
	Section 2.1.	Engagement; Acceptance	2
	 	 	 
	Section 2.2.	Confirmation of Scope	2
	 	 	 
	ARTICLE III	ASSET REPRESENTATIONS REVIEW PROCESS	3
	 	 	 
	Section 3.1.	Review Notices	3
	 	 	 
	Section 3.2.	Identification of Subject Receivables	3
	 	 	 
	Section 3.3.	Review Materials	3
	 	 	 
	Section 3.4.	Performance of Reviews	4
	 	 	 
	Section 3.5.	Review Reports	4
	 	 	 
	Section 3.6.	Dispute Resolution	5
	 	 	 
	Section 3.7.	Limitations on Review Obligations	5
	 	 	 
	ARTICLE IV	ASSET REPRESENTATIONS REVIEWER	6
	 	 	 
	Section 4.1.	Representations and Warranties	6
	 	 	 
	Section 4.2.	Covenants	7
	 	 	 
	Section 4.3.	Fees, Expenses and Indemnities	7
	 	 	 
	Section 4.4.	Limitation on Liability	8
	 	 	 
	Section 4.5.	Indemnification by Asset Representations Reviewer	8
	 	 	 
	Section 4.6.	Indemnification of Asset Representations Reviewer	8
	 	 	 
	Section 4.7.	Inspections of Asset Representations Reviewer	9
	 	 	 
	Section 4.8.	Delegation of Obligations	9
	 	 	 
	Section 4.9.	Confidential Information	9
	 	 	 
	Section 4.10.	Personally Identifiable Information	11
	 	 	 
	ARTICLE V	RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRESENTATIONS REVIEWER	13
	 	 	 
	Section 5.1.	Eligibility Requirements for Asset Representations Reviewer	13
	 	 	 
	Section 5.2.	Resignation and Removal of Asset Representations Reviewer	13
	 	 	 
	Section 5.3.	Successor Asset Representations Reviewer	13


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 5.4.	Merger, Consolidation or Succession	14
	 	 	 
	ARTICLE VI	OTHER AGREEMENTS	14
	 	 	 
	Section 6.1.	Independence of Asset Representations Reviewer	14
	 	 	 
	Section 6.2.	No Petition	14
	 	 	 
	Section 6.3.	Limitation of Liability of Owner Trustee	15
	 	 	 
	Section 6.4.	Termination of Agreement	15
	 	 	 
	ARTICLE VII	MISCELLANEOUS PROVISIONS	15
	 	 	 
	Section 7.1.	Amendments	15
	 	 	 
	Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	16
	 	 	 
	Section 7.3.	Notices	16
	 	 	 
	Section 7.4.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	16
	 	 	 
	Section 7.5.	No Waiver; Remedies	17
	 	 	 
	Section 7.6.	Severability	17
	 	 	 
	Section 7.7.	Headings	17
	 	 	 
	Section 7.8.	Counterparts	17
	 	 	 
	Schedule A	Representations and Warranties, Review Materials and Tests	 


 




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ASSET REPRESENTATIONS REVIEW AGREEMENT,
dated as of [_______], 20[  ] (this “Agreement”), among HYUNDAI AUTO RECEIVABLES TRUST 20[_]-[_], a Delaware
statutory trust, as issuer (the “Issuer”), HYUNDAI CAPITAL AMERICA, a California corporation (“HCA”),
as servicer (the “Servicer”), and [_____], a [_____], as asset representations reviewer (the “Asset
Representations Reviewer”).


 


BACKGROUND


 


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


 


WHEREAS, in connection with a securitization
transaction sponsored by HCA, HCA, as seller (the “Seller”) sold a pool of Receivables consisting of retail
installment sale contracts to Hyundai ABS Funding Corporation, as depositor (the “Depositor”), who sold them
to the Issuer.


 


WHEREAS, the Issuer has granted a security
interest in the pool of Receivables to the Indenture Trustee, for the benefit of the Noteholders, as security for the Notes issued
by the Issuer under the Indenture.


 


WHEREAS, the Issuer desires to engage the
Asset Representations Reviewer to perform reviews of certain Receivables for compliance with the representations and warranties
made by the Seller, about the Receivables in the pool.


 


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


 


ARTICLE
I

USAGE AND DEFINITIONS


 


Section 1.1.          Usage
and Definitions. (a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined
in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing
Agreement, dated as of the date hereof (the “Sale and Servicing Agreement”), by and among the Depositor, HCA,
as seller and servicer, Hyundai Auto Receivables Trust 20[_]-[_], as issuer and [_______], as indenture trustee (the “Indenture
Trustee”).


 


(b)          With
respect to all terms in this Agreement, the singular includes the plural and the plural the singular; words importing any gender
include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing
words in a visible form; references to agreements and other contractual instruments include all subsequent amendments, amendments
and restatements, and supplements thereto or changes therein entered into in accordance with their respective terms and not prohibited
by this Agreement; references to Persons include their permitted successors and assigns; references to laws include their amendments
and supplements, the rules and regulations thereunder and any successors thereto; the term “including” means “including
without limitation;” and the term “or” is not exclusive.


 




     


     


    

  


Section 1.2.          Additional
Definitions. The following terms have the meanings given below:


 


“Asset Representations Review”
means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Subject Receivable
according to Section 3.4.


 


“Confidential Information”
has the meaning stated in Section 4.8(b).


 


“Information Recipients”
has the meaning stated in Section 4.8(a).


 


“Issuer PII” has the
meaning stated in Section 4.9(a).


 


“Personally Identifiable Information”
or “PII” has the meaning stated in Section 4.9(a).


 


“Review Fee” has the
meaning stated in Section 4.3(b).


 


“Review Materials” means,
for an Asset Representations Review and a Subject Receivable, the documents and other materials for each Test listed under “Review
Materials” in Schedule A.


 


“Review Report” means,
for an Asset Representations Review, the report of the Asset Representations Reviewer prepared according to Section 3.5.


 


“Test” has the meaning
stated in Section 3.4(a).


 


“Test Complete” has the
meaning stated in Section 3.4(c).


 


“Test Fail” has the meaning
stated in Section 3.4(a).


 


“Test Pass” has the meaning
stated in Section 3.4(a).


 


ARTICLE
II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER


 


Section 2.1.          Engagement;
Acceptance. The Issuer engages [        ] to act as the Asset Representations Reviewer for the Issuer. [         ] accepts the engagement
and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.


 


Section 2.2.          Confirmation
of Scope. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables
for compliance with the representations and warranties under the Basic Documents, except as described in this Agreement or (b)
determining whether noncompliance with the representations or warranties constitutes a breach of the Basic Documents.


 




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ARTICLE
III

ASSET REPRESENTATIONS REVIEW PROCESS


 


Section 3.1.          Review
Notices. On receipt of a Review Notice from the Indenture Trustee in accordance with Section 7.05 of the Indenture,
the Asset Representations Reviewer will commence an Asset Representations Review. The Asset Representations Reviewer will have
no obligation to start an Asset Representations Review until such notice is received.


 


Section 3.2.          Identification
of Subject Receivables. Within [●] [Business Days][calendar days] after receipt of a Review Notice from the Indenture
Trustee, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Subject Receivables.


 


Section 3.3.          Review
Materials.


 


(a)          Access
to Review Materials. The Servicer will render reasonable assistance to the Asset Representations Reviewer to facilitate the
Asset Representations Review. The Servicer will give the Asset Representations Reviewer access to the Review Materials for all
of the Subject Receivables within [●] [Business Days][calendar days] after receipt of the Review Notice in one or more of
the following ways in the Servicer’s reasonable discretion: (i) by providing access to the Servicer’s receivables systems,
either remotely or at one of the properties of the Servicer, (ii) by electronic posting of Review Materials to a password-protected
website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies of documents relating
to the Subject Receivables at one of the properties of the Servicer or (iv) in another manner agreed by the Servicer and the Asset
Representations Reviewer. The Servicer may redact or remove PII from the Review Materials so long as all information in the Review
Materials necessary for the Asset Representations Reviewer to complete the Asset Representations Review remains intact and unchanged.


 


(b)          Missing
or Insufficient Review Materials. The Asset Representations Reviewer will review the Review Materials to determine if, in its
reasonable judgment, any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.
If the Asset Representations Reviewer reasonably determines that any of the Review Materials are missing or insufficient for the
Asset Representations Reviewer to perform any Test, the Asset Representations Reviewer will notify the Servicer promptly, and in
any event no less than [●] [Business Days][calendar days] before completing the Review, and the Servicer will have [●]
[Business Days][calendar days] to provide the Asset Representations Reviewer access to such missing Review Materials or other documents
or information to correct the insufficiency. [If the missing or insufficient Review Materials have not been provided by the Servicer
within [●] [Business Days][calendar days], the parties agree that the Subject Receivable will have a Test Fail for the related
Test(s) and the Test(s) will be considered a Test Complete and the Review Report will indicate the reason for the Test Fail.


 




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Section 3.4.          Performance
of Reviews.


 


(a)          Test
Procedures. For an Asset Representations Review, the Asset Representations Reviewer will perform for each Subject Receivable
the procedures listed under “Tests” in Schedule A for each representation and warranty (each, a “Test”),
using the Review Materials listed for each such Test in Schedule A. For each Test and Subject Receivable, the Asset Representations
Reviewer will determine in its reasonable judgment if the Test has been satisfied (a “Test Pass”) or if the
Test has not been satisfied (a “Test Fail”). The Asset Representations Reviewer will use such determination
for all Subject Receivables that are subject to the same Test.


 


(b)          Review
Period. The Asset Representations Reviewer will complete the Review of all of the Subject Receivables within [●] [Business
Days][calendar days] after receiving access to the Review Materials under Section 3.3(a). However, if additional Review
Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the review period will be extended for
an additional [●] [Business Days][calendar days].


 


(c)          Completion
of Review for Certain Subject Receivables. Following the delivery of the list of the Subject Receivables and before the delivery
of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Subject
Receivable is paid in full by the Obligor or purchased from the Issuer by the Seller according to the applicable Basic Document.
On receipt of notice, the Asset Representations Reviewer will immediately terminate all Tests of such Receivables and the Review
of such Receivables will be considered complete (a “Test Complete”). In this case, the Review Report will indicate
a Test Complete for the Receivables and the related reason.


 


(d)          Previously
Reviewed Receivable. If any Subject Receivable was included in a prior Asset Representations Review, the Asset Representations
Reviewer will not perform any Tests on it, but will include the results of the previous Tests in the Review Report for the current
Asset Representations Review.


 


(e)          Termination
of Review. If an Asset Representations Review is in process and all of the Notes will be paid in full on the next Payment Date,
the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten days before that Payment
Date. On receipt of notice, the Asset Representations Reviewer will terminate the Asset Representations Review immediately and
will have no obligation to deliver a Review Report.


 


Section 3.5.          Review
Reports. (a) Within [●] [Business Days][calendar days] after the end of the Asset Representations Review period under
Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a
Review Report indicating for each Subject Receivable whether there was a Test Pass or a Test Fail for each Test, or whether the
Subject Receivable was a Test Complete and the related reason. The Review Report will contain a summary of the findings and conclusions
of the Asset Representations Reviewer with respect to the Asset Representations Review to be included in the Issuer’s Form
10-D report for the Collection Period in which the Review Report is received. The Asset Representations Reviewer will ensure that
the Review Report does not contain any Issuer PII.


 


(b)          Questions
About Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written
questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i)
payment in full of the Notes and (ii) one year after the delivery of the Review Report. The Asset Representations Reviewer will
have no obligation to respond to questions or requests for clarification from Noteholders or any Person other than the Indenture
Trustee or the Servicer and will direct such Persons to submit written questions or requests to the Indenture Trustee.


 




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Section
3.6.          Dispute Resolution. If a Receivable that was
reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 7.17 of the
Receivables Purchase Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on
request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations Reviewer for its
participation in any dispute resolution proceeding will be paid by a party or parties to the dispute resolution as determined
in accordance with Section 7.17 of the Receivables Purchase Agreement;
provided, however, that if such dispute resolution proceeding is a mediation, the parties to such mediation shall mutually
determine the allocation of any expenses.


 


Section 3.7.          Limitations
on Review Obligations.


 


(a)          Review
Process Limitations. The Asset Representations Reviewer will have no obligation:


 


(i)          to
determine whether a Delinquency Trigger has occurred or whether the required percentage of Noteholders has voted to direct an Asset
Representations Review under the Indenture, and may rely on the information in any Review Notice delivered by the Indenture Trustee;


 


(ii)         to
determine which Receivables are subject to an Asset Representations Review, and may rely on the lists of Subject Receivables provided
by the Servicer;


 


(iii)        to
obtain or confirm the validity of the Review Materials and no liability for any errors in the Review Materials and may rely on
the accuracy and completeness of the Review Materials;


 


(iv)        to
obtain missing or insufficient Review Materials from any party or any other source; or


 


(v)         to
take any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies
against any Person for breaches of representations or warranties about the Subject Receivables.


 


(b)          Testing
Procedure Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under
“Tests” in Schedule A, and will have no obligation to perform additional procedures on any Subject Receivable
or to provide any information other than a Review Report indicating for each Subject Receivable whether there was a Test Pass or
a Test Fail for each Test, or whether the Subject Receivable was a Test Complete and the related reason. However, the Asset Representations
Reviewer may provide additional information about any Subject Receivable that it determines in good faith to be material to the
Review.


 




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ARTICLE
IV

ASSET REPRESENTATIONS REVIEWER


 


Section 4.1.          Representations
and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the Closing Date:


 


(a)          Organization
and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a [        ] in good standing under
the laws of [       ]. The Asset Representations Reviewer is qualified as a [        ] in good standing and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires
the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably
be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations
under this Agreement.


 


(b)          Power,
Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform
its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance
of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable
against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating
to the enforcement of creditors’ rights or by general equitable principles.


 


(c)          No
Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset
Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under,
any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Asset Representations
Reviewer is a debtor or guarantor, (B) result in the creation or imposition of any Lien on any of the properties or assets of the
Asset Representations Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar
agreement or instrument, (C) violate the organizational documents of the Asset Representations Reviewer or (D) violate any law
or, to the Asset Representations Reviewer’s knowledge, any order, rule or regulation of a federal or state court, regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or
its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a
material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.


 


(d)          No
Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or
threatened in writing before a federal or state court, regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Asset Representations Reviewer or its properties (A) asserting the invalidity of this Agreement, (B)
seeking to prevent the completion of the transactions contemplated by this Agreement or (C) seeking any determination or ruling
that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform
its obligations under, or the validity or enforceability of, this Agreement.


 




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(e)          Eligibility.
The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.


 


Section 4.2.          Covenants.
The Asset Representations Reviewer covenants and agrees that:


 


(a)          Eligibility.
It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.


 


(b)          Review
Systems; Personnel. It will maintain business process management and/or other systems necessary to ensure that it can perform
each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will
ensure that these systems allow for each Subject Receivable and the related Review Materials to be individually tracked and stored
as contemplated by this Agreement. The Asset Representations Reviewer will maintain adequate staff that is properly trained to
conduct Asset Representations Reviews as required by this Agreement.


 


(c)          Maintenance
of Review Materials. It will maintain copies of any Review Materials, Review Reports and other documents relating to an Asset
Representations Review, including internal correspondence and work papers, for a period of two years after the termination of this
Agreement.


 


Section 4.3.          Fees,
Expenses and Indemnities.


 


(a)          [Monthly][Annual]
Fee. The Servicer will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations
Reviewer under this Agreement, [a monthly][an annual][an upfront] fee of $[●]. The [monthly][annual][upfront] fee will be
paid as agreed in this Section 4.3(a) by the Servicer until this Agreement is terminated.


 


(b)          Review
Fee. Following the completion of an Asset Representations Review and the delivery to the Indenture Trustee, the Issuer and
the Servicer of the Review Report, or the termination of an Asset Representations Review in accordance with Section 3.4(e),
and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of [$[●]
for each account containing a Subject Receivable][$[●] per hour][insert any other rate agreed upon by the Asset Representations
Reviewer and the Servicer (the “Review Fee”). However, no Review Fee will be charged for any Tests that were
performed in a prior Asset Representations Review or for any Asset Representations Review in which no Tests were completed prior
to the Asset Representations Reviewer being notified of a termination of the Asset Representations Review in accordance with Section
3.4(e). The Servicer will pay the Review Fee to the Asset Representations Reviewer in accordance with the terms of the detailed
invoice from the Asset Representations Reviewer. If an Asset Representations Review is terminated in accordance with Section
3.4(e), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Asset Representations
Review no later than five Business Days before the final Payment Date in order to be reimbursed no later than the final Payment
Date.


 


(c)          Reimbursement
of Travel Expenses. If the Servicer provides access to the Review Materials at one of its properties, the Servicer will reimburse
the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Representations Review
upon receipt of a detailed invoice.


 




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Section 4.4.          Limitation
on Liability. The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good
faith under this Agreement. However, the Asset Representations Reviewer will be liable for its willful misfeasance, bad faith,
breach of this Agreement or negligence in performing its obligations under this Agreement. In no event will the Asset Representations
Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations
Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.


 


Section 4.5.          Indemnification
by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Servicer, the
Seller, the Sponsor, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents
for all costs, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of
the Asset Representations Reviewer in performing its obligations under this Agreement, (b) the Asset Representations Reviewer’s
failure to comply with the requirements of applicable federal, state or local laws and regulations in the performance of its duties
hereunder or (c) the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other
obligations in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive
the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.


 


Section 4.6.          Indemnification
of Asset Representations Reviewer.


 


(a)          Indemnification
The Servicer will indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified
Person”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations
under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding
any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct,
bad faith or negligence (other than errors in judgment), (ii) the Asset Representations Reviewer’s failure to comply with
the requirements of applicable federal, state and local laws and regulations in the performance of its duties hereunder or (iii)
the Asset Representations Reviewer’s breach of any of its representations, warranties, covenants or other obligations in
this Agreement.


 


(b)          Proceedings.
Promptly on receipt by an Indemnified Person of notice of a Proceeding against it, the Indemnified Person will, if a claim is to
be made under Section 4.6(a), notify the Seller of the Proceeding. The Servicer may participate in and assume the defense
and settlement of a Proceeding at its expense. If the Servicer notifies the Indemnified Person of its intention to assume the defense
of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Servicer assumes the defense
of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Servicer will not be liable for legal expenses
of counsel to the Indemnified Person unless there is a conflict between the interests of the Servicer, and an Indemnified Person.
If there is a conflict, the Servicer will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.
No settlement of a Proceeding may be made without the approval of the Servicer and the Indemnified Person, which approval will
not be unreasonably withheld.


 




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(c)          Survival
of Obligations. The Issuer’s obligations under this Section 4.6 will survive the resignation or removal of the
Asset Representations Reviewer and the termination of this Agreement.


 


(d)          Repayment.
If the Servicer makes any payment under this Section 4.6 and the Indemnified Person later collects any of the amounts for
which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Servicer.


 


Section 4.7.          Inspections
of Asset Representations Reviewer. The Asset Representations Reviewer agrees that, with reasonable prior notice not more than
once during any year, it will permit authorized representatives of the Issuer or the Servicer, during the Asset Representations
Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials
of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations
under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim
made by the Asset Representations Reviewer under this Agreement. In addition, the Asset Representations Reviewer will permit the
Issuer’s or the Servicer’s representatives to make copies and extracts of any of those documents and to discuss them
with the Asset Representations Reviewer’s officers and employees. Each of the Issuer and the Servicer will, and will cause
its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer
or the Servicer reasonably determines that it is required to make the disclosure under this Agreement or the other Basic Documents.
The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period
of at least two years after the termination of its obligations under this Agreement.


 


Section 4.8.          Delegation
of Obligations. The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to
any Person without the consent of the parties to this Agreement, which may be withheld in such party’s sole discretion.


 


Section 4.9.          Confidential
Information.


 


(a)          Treatment.
The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence
and under the terms and conditions of this Section 4.8, and will implement and maintain safeguards to further assure the
confidentiality of the Confidential Information. The Confidential Information will not, without the prior consent of the Servicer,
be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates,
including legal counsel (collectively, the “Information Recipients”) other than for the purposes of performing
Asset Representations Reviews of Subject Receivables or performing its obligations under this Agreement. The Asset Representations
Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by the Sponsor or
its affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for
the preparation of research reports, newsletters or other publications or similar communications.


 




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(b)          Definition.
“Confidential Information” means oral, written and electronic materials (irrespective of its source or form
of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes
contemplated by this Agreement, including:


 


(i)          lists
of Subject Receivables and any related Review Materials;


 


(ii)         origination
and servicing guidelines, policies and procedures and form contracts; and


 


(iii)        notes,
analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or
on behalf of the Servicer or its representatives.


 


However, Confidential Information will not include information
that (A) is or becomes generally available to the public other than as a result of disclosure by the Information Recipients, (B)
was available to, or becomes available to, the Information Recipients on a non-confidential basis from a Person or entity other
than the Issuer or the Servicer before its disclosure to the Information Recipients who, to the knowledge of the Information Recipient
is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information
to the Information Recipients, (C) is independently developed by the Information Recipients without the use of the Confidential
Information, as shown by the Information Recipients’ files and records or other evidence in the Information Recipients’
possession or (D) the Issuer or the Servicer provides permission to the applicable Information Recipients to release.


 


(c)          Protection.
The Asset Representations Reviewer will use best efforts to protect the secrecy of and avoid disclosure and unauthorized use of
Confidential Information, including those measures that it takes to protect its own confidential information and not less than
a reasonable standard of care. The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also
subject to the additional requirements in Section 4.9.


 


(d)          Disclosure.
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental,
regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.
However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will
use its reasonable efforts to provide the Issuer and the Servicer with notice of the requirement and will cooperate, at the Servicer’s
expense, in the Issuer’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure
of the Confidential Information. If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by
the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the
Confidential Information that it is advised by its legal counsel it is legally required to disclose.


 


(e)          Responsibility
for Information Recipients. The Asset Representations Reviewer will be responsible for a breach of this Section 4.8
by its Information Recipients.


 




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(f)          Violation.
The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the
Servicer and the Issuer, the Issuer and the Servicer may seek injunctive relief in addition to legal remedies. If an action is
initiated by the Issuer or the Servicer to enforce this Section 4.8, the prevailing party will be entitled to reimbursement
of costs and expenses, including reasonable attorney’s fees, incurred by it for the enforcement.


 


Section 4.10.         Personally
Identifiable Information.


 


(a)          Definitions.
“Personally Identifiable Information” or “PII” means information in any format about an identifiable
individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), vehicle identification
number or “VIN”, any other actual or assigned attribute associated with or identifiable to an individual and any information
that when used separately or in combination with other information could identify an individual. “Issuer PII”
means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or
otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.


 


(b)          Use
of Issuer PII. The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in
this Agreement. The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or
as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes.
The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s
business, including any legally required codes of conduct, including those relating to privacy, security and data protection. The
Asset Representations Reviewer will protect and secure Issuer PII. The Asset Representations Reviewer will implement privacy or
data protection policies and procedures that comply with applicable laws and regulations and this Agreement. The Asset Representations
Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical
and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated
threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII
and (iv) otherwise comply with its obligations under this Agreement. These safeguards include a written data security plan, employee
training, information access controls, restricted disclosures, systems protections (e.g., intrusion protection, data storage protection
and data transmission protection) and physical security measures.


 


(c)          Additional
Limitations. In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations
Reviewer’s disclosure of Issuer PII is also subject to the following requirements:


 


(i)          The
Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except
(A) for the Asset Representations Reviewer personnel who require Issuer PII to perform an Asset Representations Review, (B) with
the prior consent of the Issuer or (C) as required by applicable law. When permitted, the disclosure of or access to Issuer PII
will be limited to the specific information necessary for the individual to complete the assigned task. The Asset Representations
Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel
with access to Issuer PII on the proper use and protection of Issuer PII.


 




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(ii)         The
Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the prior
consent of the Issuer.


 


(d)          Notice
of Breach. The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected
security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer
PII and, where applicable, immediately take action to prevent any further breach.


 


(e)          Return
or Disposal of Issuer PII. Except where return or disposal is prohibited by applicable law, promptly on the earlier of the
completion of the Asset Representations Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations
Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or
(ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable
copies, in both cases, without charge to the Issuer. Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations
Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable
law.


 


(f)          Compliance;
Modification. The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset
Representations Reviewer’s compliance with this Section 4.10. The Asset Representations Reviewer and the Issuer agree
to modify this Section 4.10 as necessary from time to time for either party to comply with applicable law.


 


(g)          Audit
of Asset Representations Reviewer. The Asset Representations Reviewer will permit the Issuer and its authorized representatives
to audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s
normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year
unless circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described
in this Section 4.10(g) with the inspections described in Section 4.7. The Asset Representations Reviewer will also
permit the Issuer and its authorized representatives during normal business hours on reasonable advance written notice to audit
any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations
under this Agreement.


 


(h)          Affiliates
and Third Parties. If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party
when performing an Asset Representations Review, and if such Affiliate or third party is identified to the Asset Representations
Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement
is intended to benefit the Affiliate or third party. The Affiliate or third party will be entitled to enforce the PII related terms
of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.


 




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ARTICLE
V

RESIGNATION AND REMOVAL;

SUCCESSOR ASSET REPRESENTATIONS REVIEWER


 


Section 5.1.          Eligibility
Requirements for Asset Representations Reviewer. The Asset Representations Reviewer must be a Person who (a) is not Affiliated
with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was
not, and is not Affiliated with a Person that was, engaged by the Sponsor or any underwriter to perform any due diligence on the
Receivables prior to the Closing Date.


 


Section 5.2.          Resignation
and Removal of Asset Representations Reviewer.


 


(a)          No
Resignation of Asset Representations Reviewer. The Asset Representations Reviewer will not resign as Asset Representations
Reviewer unless the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1. The Asset
Representations Reviewer will deliver [__] day’s prior written notice of its resignation to the Servicer, the Issuer, and
the Indenture Trustee, together with an opinion of counsel supporting its determination.


 


(b)          Removal
of Asset Representations Reviewer. If any of the following events occur, the Issuer, by notice to the Asset Representations
Reviewer, may, and in the case of clause (i) below, shall, remove the Asset Representations Reviewer and terminate its rights and
obligations under this Agreement:


 


(i)          the
Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;


 


(ii)         the
Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement;
or


 


(iii)        an
Insolvency Event of the Asset Representations Reviewer occurs.


 


(c)          Notice
of Resignation or Removal. The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation
or removal of the Asset Representations Reviewer.


 


(d)          Continue
to Perform After Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective,
and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations
Reviewer has accepted its engagement according to Section 5.3(b).


 


Section 5.3.          Successor
Asset Representations Reviewer.


 


(a)          Engagement
of Successor Asset Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer, the
Issuer will appoint a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.


 


(b)          Effectiveness
of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will be effective until the successor
Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement
and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entered into a new agreement
with the Issuer on substantially the same terms as this Agreement.


 




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(c)          Transition
and Expenses. If the Asset Representations Review resigns or is removed, the Asset Representations Reviewer will cooperate
with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations
Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer. [The Asset Representations
Reviewer][The Servicer] will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations
under this Agreement and preparing the successor Asset Representations Reviewer to take on such obligations on receipt of an invoice
with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.


 


Section 5.4.          Merger,
Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting
from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the business of the
Asset Representations Reviewer, if that Person meets the eligibility requirements in Section 5.1, will be the successor
to the Asset Representations Reviewer under this Agreement. Such Person will execute and deliver to the Issuer and the Servicer
an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens
by operation of law).


 


ARTICLE
VI

OTHER AGREEMENTS


 


Section 6.1.          Independence
of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be subject
to the supervision of the Issuer, the Indenture Trustee or the Owner Trustee for the manner in which it accomplishes the performance
of its obligations under this Agreement. Unless authorized by the Issuer, the Indenture Trustee or the Owner Trustee, respectively,
the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Indenture Trustee or the Owner
Trustee and will not be considered an agent of the Issuer, the Indenture Trustee or the Owner Trustee. Nothing in this Agreement
will make the Asset Representations Reviewer and either of the Issuer, the Indenture Trustee or the Owner Trustee members of any
partnership, joint venture or other separate entity or impose any liability as such on any of them.


 


Section 6.2.          No
Petition. Each of the parties, by entering into this Agreement, agrees that, before the date that is one year and one day (or,
if longer, any applicable preference period) after payment in full of (a) all securities issued by the Depositor or by a trust
for which the Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting
or pursuing against (i) the Depositor or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other proceedings under any bankruptcy or similar law. This Section 6.2 will survive the termination
of this Agreement.


 




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Section 6.3.          Limitation
of Liability of Owner Trustee. This Agreement has been signed on behalf of the Issuer by [         ] not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer. In no event will [        ] in its individual capacity or a beneficial owner
of the Issuer be liable for the Issuer’s obligations under this Agreement. For all purposes under this Agreement, the Owner
Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.


 


Section 6.4.          Termination
of Agreement. This Agreement will terminate, except for the obligations under Section 4.5 or as otherwise stated in
this Agreement, on the earlier of (a) the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture
and (b) the date the Issuer is terminated under the Trust Agreement.


 


ARTICLE
VII

MISCELLANEOUS PROVISIONS


 


Section 7.1.          Amendments.


 


(a)          This
Agreement may be amended by the parties hereto, but without the consent of the Depositor, the Indenture Trustee, the Owner Trustee,
any of the Noteholders or the Certificateholders, to cure any ambiguity, to correct or supplement any provisions in this Agreement,
or for the purpose of correcting any inconsistency with the Prospectus dated [_____], 20[__], or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions in this Agreement or of modifying in any manner the
rights of the Noteholders or the Certificateholders, subject to one of the following conditions:


 


(i)          the
Servicer delivers an Opinion of Counsel or an Officer’s Certificate to the Indenture Trustee to the effect that such amendment
will not materially and adversely affect the interests of the Noteholders (and, if the Certificates are then held by anyone other
than the Depositor or a U.S. Affiliate of the Depositor, the Certificateholders); or


 


(ii)         
the Rating Agency Condition is satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the
Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding
Class of Notes) with respect to such action.


 


(b)          With
respect to any amendment for which clauses (a)(i) or (a)(ii) above cannot be satisfied, this Agreement can be amended with the
consent of the Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class of Notes. It shall
not be necessary for the consent of Noteholders pursuant to this Section to approve the particular form of any proposed amendment,
but it shall be sufficient if such approval shall be with respect to the substance thereof.


 


(c)          Promptly
after the execution of any amendment, the Administrator shall furnish written notification of the substance of such amendment to
each Noteholder and each Rating Agency.


 




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Section 7.2.          Assignment;
Benefit of Agreement; Third Party Beneficiaries.


 


(a)          Assignment.
Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent
of the Servicer.


 


(b)          Benefit
of Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties and their
permitted successors and assigns. The Indenture Trustee, for the benefit of the Noteholders, will be a third-party beneficiary
of this Agreement and entitled to enforce this Agreement against the Asset Representations Reviewer. No other Person will have
any right or obligation under this Agreement.


 


Section 7.3.          Notices.


 


(a)          Delivery
of Notices. All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing
and will be considered given:


 


(i)          For
overnight mail, on delivery or, for a letter mailed by registered first class mail, postage prepaid, three days after deposit in
the mail;


 


(ii)         for
a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;


 


(iii)        for
an email, when receipt is confirmed by telephone or reply email from the recipient; and


 


(iv)        for
an electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of
confirmation of receipt) of an email to that recipient stating that the electronic posting has occurred.


 


(b)          Notice
Addresses. Any notice, request, demand, consent, waiver or other communication will be delivered or addressed to: (i) (a) in the
case of the Servicer, to Hyundai Capital America, 3161 Michelson Drive, Suite 1900, Irvine, California 92612, Attention: Treasurer,
(b) in the case of the Issuer or the Owner Trustee, to Hyundai Auto Receivables Trust 20[_]-[_], c/o [______________], (d) in the
case of the Indenture Trustee, to [______________], and (e) in the case of the Asset Representations Reviewer, to [_______] or,
(ii) as to each party, at such other address or email as shall be designated by such party in a written notice to each other party.


 


Section 7.4.          Governing
Law; Submission to Jurisdiction; Waiver of Jury Trial. 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.


 


Each of the parties hereto hereby submits
to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. Each of the parties hereto hereby further irrevocably waives any claim that any such courts lack jurisdiction
over such party, and agrees not to plead or claim, in any legal action or proceeding with respect to this Agreement in any of the
aforesaid courts, that any such court lacks jurisdiction over such party. Each of the parties hereto irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.


 




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Each party hereto hereby waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly
arising out of, under or in connection with this agreement.


 


Section 7.5.          No
Waiver; Remedies. No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate
as a waiver. No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power,
right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in
addition to any powers, rights and remedies under law.


 


Section 7.6.          Severability.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement
and will not affect the validity, legality or enforceability of the remaining Agreement.


 


Section 7.7.          Headings.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.


 


Section 7.8.          Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together
be one document.


 


[Remainder of Page Left
Blank]


 




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EXECUTED BY:


 


	 	HYUNDAI AUTO RECEIVABLES TRUST 20[_]-[_],
	 	 	as Issuer
	 	 	 
	 	By:	[_______], not in its individual capacity,
	 	 	but solely as Owner Trustee
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:
	 	 	 
	 	HYUNDAI CAPITAL AMERICA,
	 	 	as Servicer
	 	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:
	 	 	 
	 	[______________________________],
	 	 	as Asset Representations Reviewer
	 	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:


 


[Signature Page to Asset Representations
Review Agreement]


 




     


     


    

  


Schedule A


 


Representations and Warranties, Review Materials
and Tests


 


	
        Representations and Warranty
	
	
        Review
        Materials
	
	
        Tests