EXHIBIT
10.1

     

    RECEIVABLES
PURCHASE AGREEMENT

     

    between

     

    HYUNDAI
CAPITAL AMERICA,

     

    as
Seller,

     

    and

     

    HYUNDAI
ABS FUNDING CORPORATION,

     

    as
Depositor

     

    Dated as
of
[             ],
20[__]

    
    

     

    (20[__]-[_] Receivables Purchase Agreement)
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 
      	 
      	 
      	
                                          Page

                                        
	 
      	 
      	 
      	 
      
	
                                          ARTICLE
      I.

                                        	
                                          CERTAIN
      DEFINITIONS

                                        	
                                          1

                                        
	 
      	 
      	 
      
	
                                          ARTICLE
      II.

                                        	
                                          CONVEYANCE
      OF RECEIVABLES

                                        	
                                          2

                                        
	 
      	 
      	 
      
	
                                          Section
      2.01

                                        	
                                          Conveyance
      of Receivables

                                        	
                                          2

                                        
	
                                          Section
      2.02

                                        	
                                          The
      Closing

                                        	
                                          3

                                        
	 
      	 
      	 
      
	
                                          ARTICLE
      III.

                                        	
                                          REPRESENTATIONS
      AND WARRANTIES

                                        	
                                          4

                                        
	 
      	 
      	 
      
	
                                          Section
      3.01

                                        	
                                          Representations
      and Warranties of Depositor

                                        	
                                          4

                                        
	
                                          Section
      3.02

                                        	
                                          Representations
      and Warranties of Seller

                                        	
                                          4

                                        
	 
      	 
      	 
      
	
                                          ARTICLE
      IV.

                                        	
                                          CONDITIONS

                                        	
                                          12

                                        
	 
      	 
      	 
      
	
                                          Section
      4.01

                                        	
                                          Conditions
      to Obligation of the Depositor

                                        	
                                          12

                                        
	
                                          Section
      4.02

                                        	
                                          Conditions
      to Obligation of the Seller

                                        	
                                          12

                                        
	 
      	 
      	 
      
	
                                          ARTICLE
      V.

                                        	
                                          COVENANTS
      OF THE SELLER

                                        	
                                          13

                                        
	 
      	 
      	 
      
	
                                          Section
      5.01

                                        	
                                          Protection
      of Right, Title and Interest

                                        	
                                          13

                                        
	
                                          Section
      5.02

                                        	
                                          Other
      Liens or Interests

                                        	
                                          13

                                        
	
                                          Section
      5.03

                                        	
                                          Costs
      and Expenses

                                        	
                                          13

                                        
	
                                          Section
      5.04

                                        	
                                          Hold
      Harmless

                                        	
                                          14

                                        
	 
      	 
      	 
      
	
                                          ARTICLE
      VI.

                                        	
                                          INDEMNIFICATION

                                        	
                                          14

                                        
	 
      	 
      	 
      
	
                                          Section
      6.01

                                        	
                                          Indemnification

                                        	
                                          14

                                        
	 
      	 
      	 
      
	
                                          ARTICLE
      VII.

                                        	
                                          MISCELLANEOUS
      PROVISIONS

                                        	
                                          14

                                        
	 
      	 
      	 
      
	
                                          Section
      7.01

                                        	
                                          Obligations
      of Seller

                                        	
                                          14

                                        
	
                                          Section
      7.02

                                        	
                                          Repurchase
      Events

                                        	
                                          15

                                        
	
                                          Section
      7.03

                                        	
                                          Depositor
      Assignment of Repurchased Receivables

                                        	
                                          15

                                        
	
                                          Section
      7.04

                                        	
                                          Transfer
      to the Issuer

                                        	
                                          15

                                        
	
                                          Section
      7.05

                                        	
                                          Amendment

                                        	
                                          15

                                        
	
                                          Section
      7.06

                                        	
                                          Waivers

                                        	
                                          16

                                        
	
                                          Section
      7.07

                                        	
                                          Notices

                                        	
                                          16

                                        
	
                                          Section
      7.08

                                        	
                                          Costs
      and Expenses

                                        	
                                          16

                                        
	
                                          Section
      7.09

                                        	
                                          Representations
      of the Seller and the Depositor

                                        	
                                          16

                                        
	
                                          Section
      7.10

                                        	
                                          Confidential
      Information

                                        	
                                          16

                                        
	
                                          Section
      7.11

                                        	
                                          Headings
      and Cross-References

                                        	
                                          16

                                        
	
                                          Section
      7.12

                                        	
                                          GOVERNING
      LAW

                                        	
                                          17

                                        
	
                                          Section
      7.13

                                        	
                                          Counterparts

                                        	
                                          17

                                        
	
                                          Section
      7.14

                                        	
                                          Third
      Party Beneficiary

                                        	
                                          17

                                        
	
                                          Section
      7.15

                                        	
                                          No
      Proceedings

                                        	
                                          17

                                        
	
                                          Section
      7.16

                                        	
                                          Nonpetition
      Covenant

                                        	
                                          17

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    (20[__]-[_] Receivables Purchase
Agreement)
 

    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

    (continued)

     

    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 	 	 
	
                      SCHEDULE
      I

                    	
                      Schedule
      of Receivables

                    	
                      I-1

                    
	
                      SCHEDULE
      II

                    	
                      Receivable
      File Schedule

                    	
                      II-1

                    
	
                      SCHEDULE
      III

                    	
                      Reconveyance
      Agreements

                    	
                      III-1

                    
	
                      SCHEDULE
      IV

                    	
                      Conduit
      Documents

                    	
                      IV-1

                    


            

          

        

      

    

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
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    RECEIVABLES
PURCHASE AGREEMENT dated as of
[          ], 20[__] between
HYUNDAI CAPITAL AMERICA, a California corporation, as seller (the “Seller”), and HYUNDAI
ABS FUNDING CORPORATION, a Delaware corporation, as depositor (the “Depositor”).

     

    RECITALS

     

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

     

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

     

    WHEREAS,
the Depositor intends, concurrently with its purchases hereunder, to convey all
of its right, title and interest in and to
$[                           ]
of such contracts to Hyundai Auto Receivables Trust 20[__]-[_] (the “Issuer”) pursuant to
a Sale and Servicing Agreement dated as of
[          ], 20[__] (the
“Sale and Servicing
Agreement”), by and among the Issuer, the Depositor, the Seller, Hyundai
Capital America, as Servicer and
[                            ],
as Indenture Trustee, and the Issuer intends to pledge all of its right, title
and interest in such contracts to the Indenture Trustee pursuant to the
Indenture.

     

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

     

    ARTICLE
I.

    Certain
Definitions

     

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

     

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

     

    “Closing Date” shall
mean [          ],
20[__].

     

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

     

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

     

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

     

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

     

    (20[__]-[_]
Receivables Purchase Agreement)
 

    
      
         


      

      
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    “Indenture” means the
Indenture, dated as of
[          ], 20[__], between
the Issuer and the Indenture Trustee, as amended, supplemented, amended and
restated or otherwise modified from time to time.

     

    “Purchase Price” shall
have the meaning specified in Section 2.01(a).

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Seller” shall mean
Hyundai Capital America, a California corporation, its successors and
assigns.

     

    “Transfer Date” shall
mean the Cutoff Date.

     

    ARTICLE
II.

    Conveyance of
Receivables

     

    Section
2.01       Conveyance of
Receivables.

     

    (a)          In
consideration of the Depositor’s delivery to the Seller on the Closing Date of
approximately $[_____] (the “Purchase Price”) and a capital contribution by the
Seller to the Depositor of approximately $[_____] aggregate principal amount of
the Receivables, the Seller does hereby sell, transfer, assign, set over and
otherwise convey to the Depositor without recourse (subject to the obligations
of the Seller herein) all right, title, and interest of the Seller in and
to:

     

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

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

    The
Seller and the Depositor agree that the Purchase Price for the Receivables sold
by the Seller to the Depositor represents fair market value for the
Receivables.  The Depositor shall make payment in respect of the Purchase
Price upon demand by the Seller.

     

    (b)           [Reserved].

     

    (c)           [Reserved].

     

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

     

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

     

    (20[__]-[_] Receivables Purchase
Agreement)
 

    
      
         


      

      
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    ARTICLE
III.

    Representations and
Warranties

     

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

     

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

     

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

     

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

     

    Section
3.02       Representations and
Warranties of Seller.

     

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

     

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

     

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

     

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

     

    (20[__]-[_] Receivables Purchase
Agreement)
 

    
      
         


      

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

     

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

     

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

     

    (vii)             Chief Executive
Office.  The chief executive office of the Seller is located at 3161
Michelson Drive, Suite 1900, Irvine, California 92612.

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

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

     

    (xi)              [Reserved].

     

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

     

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

     

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

     

    (b)           The
Seller makes the following representations and warranties with respect to the
Receivables, on which the Depositor relies in accepting the Receivables and in
transferring the Receivables to the Issuer under the Sale and Servicing
Agreement, and on which the Issuer relies in pledging the same to the Indenture
Trustee.  Such representations and warranties speak as of the execution and
delivery of this Agreement or as of the Cutoff Date as applicable, but shall
survive the sale, transfer and assignment of the Receivables to the Depositor,
the subsequent sale, transfer and assignment of the Receivables by the Depositor
to the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the
Receivables by the Issuer to the Indenture Trustee pursuant to the
Indenture.

     

    (i)                Characteristics of
Receivables.  Each Receivable (A) was originated in the United
States of America by a Dealer located in the United States of America for the
retail sale of a Financed Vehicle in the ordinary course of such Dealer’s
business and satisfied the Seller’s Credit and Collection Policy as of the date
of origination of the related Receivable, is payable in United States dollars,
has been fully and properly executed by the parties thereto, has been purchased
by the Seller from such Dealer under an existing Dealer Agreement and has been
validly assigned by such Dealer to the Seller, (B) has created or shall create a
valid, subsisting and enforceable first priority security interest in favor of
the Seller in the Financed Vehicle, which security interest is assignable by the
Seller to the Depositor, by the Depositor to the Issuer, and by the Issuer to
the Indenture Trustee, (C) contains customary and enforceable provisions such
that the rights and remedies of the holder thereof are adequate for realization
against the collateral of the benefits of the security, (D) provides for fixed
level monthly payments (provided that the payment in the last month of the term
of the Receivable may be insignificantly different from the level payments) that
fully amortize the Amount Financed by maturity and yield interest at the APR,
(E) amortizes using the simple interest method and (F) has an Obligor which is
not an affiliate of the Seller, is not a government or governmental subdivision
or agency and is not shown on the Servicer’s records as a debtor in pending
bankruptcy proceeding.

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

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

     

    (iv)              No Government
Obligor.  No Receivable is due from the United States of America or
any State or any agency, department, subdivision or instrumentality
thereof.

     

    (v) 
             Obligor
Bankruptcy.  According to the records of the Seller, as of the
Cutoff Date, no Obligor is the subject of a bankruptcy proceeding.

     

    (vi)              Schedule of
Receivables.  The information set forth in Schedule I to this
Agreement is true and correct in all material respects as of the close of
business on the Cutoff Date.

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xv)             Security Interest in
Financed Vehicle.  Immediately prior to its sale, assignment and
transfer to the Depositor pursuant to this Agreement, each Receivable shall be
secured by a validly perfected first priority security interest in the related
Financed Vehicle in favor of the Seller as secured party, or all necessary and
appropriate actions have been commenced that will result in the valid perfection
of a first priority security interest in such Financed Vehicle in favor of the
Seller as secured party.

     

    (20[__]-[_] Receivables Purchase
Agreement)
 

    
      
         


      

      
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    (xvi)            All Filings
Made.  All filings (including UCC filings, except for UCC releases
required to be filed in accordance with the Reconveyance Documents) required to
be made in any jurisdiction to give the Issuer a first perfected ownership
interest in the Receivables and the Indenture Trustee a first priority perfected
security interest in the Receivables have been made.

     

    (xvii)           No Defenses.  No
Receivable is subject to any right of rescission, setoff, counterclaim, dispute
or defense, including the defense of usury, whether arising out of transactions
concerning the Receivable or otherwise, and the operation of any terms of the
Receivable or the exercise by the Seller or the Obligor of any right under the
Receivable will not render the Receivable unenforceable in whole or in part, and
no such right of rescission, setoff, counterclaim, dispute or defense, including
the defense of usury, has been asserted with respect thereto.

     

    (xviii)          No Default.  As
of the Cutoff Date, the Servicer’s accounting records did not disclose that
there was any default, breach, violation or event permitting acceleration under
the terms of any Receivable (other than payment delinquencies of not more than
30 days), or that any condition exists or event has occurred and is continuing
that with notice, the lapse of time or both would constitute a default, breach,
violation or event permitting acceleration under the terms of any Receivable,
and there has been no waiver of any of the foregoing.

     

    (xix)   
         Insurance.  The
Seller, in accordance with its customary procedures, has determined at the
origination of the Receivable that the Obligor had obtained physical damage
insurance covering the related Finance Vehicle at that time and under the terms
of each Receivable, the Obligor is required to maintain physical damage
insurance covering the related Financed Vehicle and to name the Seller as a loss
payee.

     

    (xx)     
        Final Scheduled Maturity
Date.  No Receivable has a final scheduled payment date after
[            ],
20[_].

     

    (xxi)     
       Certain Characteristics of
the Receivables.  As of the applicable Cutoff Date, (A) each
Receivable had an original maturity of not less than [  ] or more than
[  ] months and (B) no Receivable was more than [__] days past due as
of the Cutoff Date.

     

    (xxii)            No Foreign
Obligor.  All of the Receivables were originated in the United
States of America.

     

    (xxiii)           No Extensions. 
The number or timing of scheduled payments has not been changed on any
Receivable on or before the Cutoff Date, except as reflected on the computer
tape delivered in connection with the sale of the Receivables.

     

    (xxiv)          [Reserved].

     

    (xxv)           [Reserved].

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
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    (xxvi)          No Fleet Sales. 
No Receivable has been included in a “fleet” sale (i.e., a sale to any single
Obligor of more than five Financed Vehicles).

     

    (xxvii)         Receivable
Files.  The Servicer has in its possession all original copies of
documents or instruments that constitute or evidence the Receivables.  The
Receivable Files that constitute or evidence the Receivables do not have any
marks or notations indicating that they have been pledged, assigned or otherwise
conveyed by the Seller to any Person other than the Depositor, except for such
Liens as have been released on or before the Closing Date.  All financing
statements filed or to be filed against the Seller in favor of the Depositor in
connection herewith describing the Receivables contain a statement to the
following effect:  “A purchase of or security interest in any
collateral described in this financing statement, except as provided in the
Receivables Purchase Agreement, will violate the rights of the
Depositor.”

     

    (xxviii)        No Fraud or
Misrepresentation.  Each Receivable was originated by a Dealer and
was sold by the Dealer to the Seller, to the best of the Seller’s knowledge,
without fraud or misrepresentation on the part of such Dealer in either
case.

     

    (xxix)           Receivables Not
Assumable.  No Receivable is assumable by another person in a manner
which would release the Obligor thereof from such Obligor’s obligations to the
Seller with respect to such Receivable.

     

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

     

    (xxxi)           [Reserved].

     

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

     

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

     

    (xxxiv)        [Reserved].

     

    (xxxv)          APR.  No
Receivable has an APR of less than [      ]% and
the weighted average coupon on the pool of Receivables is at least
[      ]%.

     

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

     

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

     

    (20[__]-[_] Receivables Purchase
Agreement)
 

    
      
         


      

      
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    (xxxviii)      Remaining
Balance.  Each Receivable has a remaining balance of at least
$[               ]
and not greater than
$[               ].

     

    (xxxix)         New Vehicles. 
At least [      ]% of the aggregate principal
balance of the Receivables is secured by Financed Vehicles which were new at the
date of origination.

     

    (xl)              [Reserved].

     

    (xli)             No
Repossessions.  No Financed Vehicle has been repossessed on or prior
to the applicable Cutoff Date.

     

    (xlii)            [Reserved].

     

    (xliii)           [Reserved].

     

    (xliv)           Dealer
Agreements.  Each Dealer from whom the Seller purchases Receivables
has entered into a Dealer Agreement with the Seller providing for the sale of
Receivables from time to time by such Dealer to the Seller.

     

    (xlv)            Receivable
Obligations.  To the best of the Seller’s knowledge, no notice to or
consent from any Obligor is necessary to effect the acquisition of the
Receivables by the Issuer.

     

    (xlvi)           [Reserved].

     

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

     

    (xlviii)         No Future
Disbursement.  At the time each Receivable was acquired from the
Dealer, the Amount Financed was fully disbursed.  There is no requirement
for future advances of principal thereunder, and, other than in connection with
Dealer participations, all fees and expenses in connection with the origination
of such Receivable have been paid.

     

    (xlix)           [Reserved].

     

    (l)                [Reserved].

     

    (li)               [Reserved].

     

    (lii)              [Reserved].

     

    (liii)             [Reserved].

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
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    (liv)            No Consumer
Leases.  No Receivable constitutes a “consumer lease” under either
(a) the UCC as in effect in the jurisdiction whose law governs the Receivable or
(b) the Consumer Leasing Act, 15 USC 1667.

     

    (lv)             Balance as of Cutoff
Date.  The aggregate principal balance of the Receivables as of the
Cutoff Date is equal to
$[                           ].

     

    ARTICLE
IV.

    Conditions

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

    ARTICLE
V.

    Covenants of the
Seller

     

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

     

    Section
5.01       Protection of Right, Title
and Interest.

     

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

     

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

     

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

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

    ARTICLE
VI.

    Indemnification

     

    Section
6.01       Indemnification.

     

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

     

    ARTICLE
VII.

    Miscellaneous
Provisions

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

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

     

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

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

    Section
7.07       Notices.  All
demands, notices and communications under this Agreement shall be in writing,
electronically delivered, personally delivered or mailed by certified mail,
return receipt requested, to:  (1) in the case of the Seller, Hyundai
Capital America, 3161 Michelson Drive, Suite 1900, Irvine, California 92612,
Attention: Vice President, Finance, with a copy to General Counsel; (2) in the
case of the Depositor, Hyundai ABS Funding Corporation, 3161 Michelson Drive,
Suite 1900, Irvine, California 92612, Attention: Vice President and Secretary,
with a copy to General Counsel; (3) in the case of [Moody’s, Moody’s Investors
Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York
10007; (4) in the case of Standard & Poor’s, via electronic delivery to
Servicer_reports@sandp.com or at the following address: Standard & Poor’s
Ratings Services, a Standard & Poor’s Financial Services LLC business, 55
Water Street (40th Floor), New York, New York 10041, Attention:  ABS
Surveillance Department; and (5) in the case of Fitch, Fitch, Inc., One State
Street Plaza, New York, New York 10004]; or as to each of the foregoing, at such
other address as shall be designated by written notice to the other
parties.

     

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

     

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

     

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

     

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

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

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

     

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

     

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

     

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

     

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

     

    [Remainder
of Page Intentionally Left Blank]

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    


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

     

    
      
        
          	 
      	
                  HYUNDAI
      CAPITAL AMERICA

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    

     

    
      
        
          	 
      	
                  HYUNDAI
      ABS FUNDING CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:

                	 
      
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

    

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    


    SCHEDULE
I

     

    Schedule of
Receivables

     

    [To be
delivered to the Trust at Closing]

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        I-1

        
          

        

      

      
         


      

    


    SCHEDULE
II

     

    Receivable File
Schedule

     

    
      	
              1.

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

            


    

     

    
      	
              2.

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

            


    

     

    
      	
              3.

            	
              Original
      document file together with all documents maintained
    therein.

            


    

     

    
      	
              4.

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

            


    

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        II-1

        
          

        

      

      
         


      

    


    SCHEDULE
III

     

    Reconveyance
Agreements

     

    [_______________].

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        III-1

        
          

        

      

      
         


      

    


    SCHEDULE
IV

     

    Conduit
Documents

     

    [_______________].

     

    (20[__]-[_] Receivables Purchase Agreement)

     

    
      
         


      

      
        IV-1