EXHIBIT
10.2

     

    SALE AND
SERVICING AGREEMENT

     

    among

     

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

    Issuer,

     

    HYUNDAI
ABS FUNDING CORPORATION,

    Depositor,

     

    HYUNDAI
CAPITAL AMERICA,

    Seller
and Servicer,

     

    and

     

    [ 
                   
],

    Indenture
Trustee

     

    Dated as
of [_____], 20[__]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    
 

    TABLE OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 
      	
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                                                                  ARTICLE
      I.        DEFINITIONS

                                                                	
                                                                  1

                                                                
	 
      	 
      	  
      
	
                                                                  Section
      1.01

                                                                	
                                                                  Definitions

                                                                	
                                                                  1

                                                                
	
                                                                  Section
      1.02

                                                                	
                                                                  Other
      Definitional Provisions

                                                                	
                                                                  17

                                                                
	 
      	 
      	  
      
	ARTICLE
      II.    CONVEYANCE
      OF RECEIVABLES	
                                                                  18

                                                                
	 
      	 
      	  
      
	
                                                                  Section
      2.01

                                                                	
                                                                  Conveyance
      of Receivables

                                                                	
                                                                  18

                                                                
	 
      	 
      	 
      
	
                                                                  ARTICLE
      III.      THE RECEIVABLES

                                                                	
                                                                  20

                                                                
	 
      	 
      	  
      
	
                                                                  Section
      3.01

                                                                	
                                                                  Representations
      and Warranties of the Seller

                                                                	
                                                                  20
      

                                                                
	
                                                                  Section
      3.02

                                                                	
                                                                  Representations
      and Warranties of the Depositor

                                                                	
                                                                  20

                                                                
	
                                                                  Section
      3.03

                                                                	
                                                                  Repurchase
      upon Breach

                                                                	
                                                                  21

                                                                
	 
      	 
      
	
                                                                  ARTICLE
      IV.      ADMINISTRATION AND SERVICING OF
      RECEIVABLES

                                                                	
                                                                  22

                                                                
	 
      	 
      	 
      
	
                                                                  Section
      4.01

                                                                	
                                                                  Duties
      of Servicer

                                                                	
                                                                  22

                                                                
	
                                                                  Section
      4.02

                                                                	
                                                                  Collection
      of Receivable Payments; Modifications of Receivables

                                                                	
                                                                  22

                                                                
	
                                                                  Section
      4.03

                                                                	
                                                                  Realization
      upon Receivables

                                                                	
                                                                  24

                                                                
	
                                                                  Section
      4.04

                                                                	
                                                                  Target
      Overcollateralization Amount and Reserve Account Required
      Amount

                                                                	
                                                                  24

                                                                
	
                                                                  Section
      4.05

                                                                	
                                                                  Maintenance
      of Security Interests in Financed Vehicles

                                                                	
                                                                  24

                                                                
	
                                                                  Section
      4.06

                                                                	
                                                                  Covenants
      of Servicer

                                                                	
                                                                  25

                                                                
	
                                                                  Section
      4.07

                                                                	
                                                                  Purchase
      of Receivables Upon Breach

                                                                	
                                                                  25

                                                                
	
                                                                  Section
      4.08

                                                                	
                                                                  Servicing
      Fee

                                                                	
                                                                  26

                                                                
	
                                                                  Section
      4.09

                                                                	
                                                                  Servicer’s
      Certificate

                                                                	
                                                                  26

                                                                
	
                                                                  Section
      4.10

                                                                	
                                                                  Annual
      Statement as to Compliance, Notice of Servicer Termination
      Event

                                                                	
                                                                  26

                                                                
	
                                                                  Section
      4.11

                                                                	
                                                                  Compliance
      with Regulation AB

                                                                	
                                                                  27

                                                                
	
                                                                  Section
      4.12

                                                                	
                                                                  Access
      to Certain Documentation and Information Regarding
    Receivables

                                                                	
                                                                  27

                                                                
	
                                                                  Section
      4.13

                                                                	
                                                                  Term
      of Servicer

                                                                	
                                                                  27

                                                                
	
                                                                  Section
      4.14

                                                                	
                                                                  Annual
      Independent Accountants’ Report

                                                                	
                                                                  27

                                                                
	
                                                                  Section
      4.15

                                                                	
                                                                  Reports
      to the Commission

                                                                	
                                                                  27

                                                                
	
                                                                  Section
      4.16

                                                                	
                                                                  Compensation
      of Indenture Trustee

                                                                	
                                                                  28

                                                                
	 
      	 
      
	
                                                                  ARTICLE
      V.      DISTRIBUTIONS; STATEMENTS TO
      SECURITYHOLDERS

                                                                	
                                                                  28

                                                                
	 
      	 
      	 
      
	
                                                                  Section
      5.01

                                                                	
                                                                  Accounts

                                                                	
                                                                  28

                                                                
	
                                                                  Section
      5.02

                                                                	
                                                                  Application
      of Collections

                                                                	
                                                                  30

                                                                
	
                                                                  Section
      5.03

                                                                	
                                                                  Property
      of the Trust

                                                                	
                                                                  30

                                                                
	
                                                                  Section
      5.04

                                                                	
                                                                  Purchased
      Amounts

                                                                	
                                                                  30

                                                                
	
                                                                  Section
      5.05

                                                                	
                                                                  Distributions

                                                                	
                                                                  30

                                                                
	
                                                                  Section
      5.06

                                                                	
                                                                  Reserve
      Account

                                                                	
                                                                  32

                                                                
	
                                                                  Section
      5.07

                                                                	
                                                                  Statements
      to Securityholders

                                                                	
                                                                  33

                                                                
	
                                                                  Section
      5.08

                                                                	
                                                                  Advances
      by the Servicer

                                                                	
                                                                  33

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         20[__]-[_]
Sale and Servicing Agreement)

        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    TABLE
OF CONTENTS

    (continued)

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 
      	
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                                                              ARTICLE
      VI.    THE DEPOSITOR

                                                            	
                                                              34

                                                            
	 
      	 
      	 
      
	
                                                              Section
      6.01

                                                            	
                                                              Representations
      of Depositor

                                                            	
                                                              34

                                                            
	
                                                              Section
      6.02

                                                            	
                                                              Corporate
      Existence

                                                            	
                                                              35

                                                            
	
                                                              Section
      6.03

                                                            	
                                                              Liability
      of Depositor

                                                            	
                                                              35

                                                            
	
                                                              Section
      6.04

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

                                                            	
                                                              36

                                                            
	
                                                              Section
      6.05

                                                            	
                                                              Amendment
      of Depositor’s Organizational Documents

                                                            	
                                                              37

                                                            
	 
      	 
      
	
                                                              ARTICLE
      VII.    THE SERVICER

                                                            	
                                                              37

                                                            
	 
      	 
      	 
      
	
                                                              Section
      7.01

                                                            	
                                                              Representations
      of Servicer

                                                            	
                                                              37

                                                            
	
                                                              Section
      7.02

                                                            	
                                                              Indemnities
      of Servicer

                                                            	
                                                              38

                                                            
	
                                                              Section
      7.03

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

                                                            	
                                                              39

                                                            
	
                                                              Section
      7.04

                                                            	
                                                              Limitation
      on Liability of Servicer and Others

                                                            	
                                                              40

                                                            
	
                                                              Section
      7.05

                                                            	
                                                              Delegation
      of Duties

                                                            	
                                                              40

                                                            
	
                                                              Section
      7.06

                                                            	
                                                              Servicer
      Not to Resign

                                                            	
                                                              40

                                                            
	
                                                              Section
      7.07

                                                            	
                                                              Fidelity
      Bond

                                                            	
                                                              41

                                                            
	 
      	 
      
	
                                                              ARTICLE
      VIII.  DEFAULT

                                                            	
                                                              41

                                                            
	 
      	 
      	 
      
	
                                                              Section
      8.01

                                                            	
                                                              Servicer
      Termination Events

                                                            	
                                                              41

                                                            
	
                                                              Section
      8.02

                                                            	
                                                              Consequences
      of a Servicer Termination Event

                                                            	
                                                              42

                                                            
	
                                                              Section
      8.03

                                                            	
                                                              Appointment
      of Successor Servicer

                                                            	
                                                              42

                                                            
	
                                                              Section
      8.04

                                                            	
                                                              Notification
      to Securityholders

                                                            	
                                                              43

                                                            
	
                                                              Section
      8.05

                                                            	
                                                              Waiver
      of Past Defaults

                                                            	
                                                              43

                                                            
	 
      	 
      
	
                                                              ARTICLE
      IX.    TERMINATION

                                                            	
                                                              43

                                                            
	 
      	 
      	 
      
	
                                                              Section
      9.01

                                                            	
                                                              Optional
      Purchase of All Receivables

                                                            	
                                                              43

                                                            
	 
      	 
      
	
                                                              ARTICLE
      X.       MISCELLANEOUS

                                                            	
                                                              44

                                                            
	 
      	 
      	 
      
	
                                                              Section
      10.01

                                                            	
                                                              Amendment

                                                            	
                                                              44

                                                            
	
                                                              Section
      10.02

                                                            	
                                                              Protection
      of Title to Trust

                                                            	
                                                              45

                                                            
	
                                                              Section
      10.03

                                                            	
                                                              Notices

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.04

                                                            	
                                                              Assignment
      by the Depositor or the Servicer

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.05

                                                            	
                                                              Limitations
      on Rights of Others

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.06

                                                            	
                                                              Severability

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.07

                                                            	
                                                              Counterparts

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.08

                                                            	
                                                              Headings

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.09

                                                            	
                                                              GOVERNING
      LAW

                                                            	
                                                              47

                                                            
	
                                                              Section
      10.10

                                                            	
                                                              Assignment
      by Issuer

                                                            	
                                                              48

                                                            
	
                                                              Section
      10.11

                                                            	
                                                              Nonpetition
      Covenants

                                                            	
                                                              48

                                                            
	
                                                              Section
      10.12

                                                            	
                                                              Limitation
      of Liability of Owner Trustee and Indenture Trustee

                                                            	
                                                              48

                                                            
	
                                                              Section
      10.13

                                                            	
                                                              Information
      to Be Provided by the Indenture Trustee

                                                            	
                                                              48

                                                            
	
                                                              Section
      10.14

                                                            	
                                                              Form
      8-K Filings

                                                            	
                                                              49

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
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]-[ ] Sale and Servicing Agreement)

        
        

      

      
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    TABLE
OF CONTENTS

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                                Exhibit
      A

                              	
                                Representations
      and Warranties of Hyundai Capital America Under Section 3.02 of the
      Receivables Purchase Agreement

                              	
                                A-1

                              
	
                                Exhibit
      B

                              	
                                Form
      of Record Date Statement

                              	
                                B-1

                              
	
                                Exhibit
      C

                              	
                                Form
      of Servicer’s Certificate

                              	
                                C-1

                              
	
                                Exhibit
      D

                              	
                                Form
      of Indenture Trustee’s Annual Sarbanes Certification

                              	
                                D-1

                              
	 
      	 
      	 
      
	
                                Schedule
      A

                              	
                                Schedule
      of Receivables

                              	
                                Sched.
      A-1

                              
	
                                Schedule
      B

                              	
                                Yield
      Supplement Overcollateralization Amount

                              	
                                Sched.
      B-1

                              
	 
      	 
      	 
      
	
                                Appendix
      A

                              	
                                Regulation
      AB’ Representations, Warranties and Covenants

                              	
                                Appendix
      A-1

                              
	 
      	 
      	 
      
	
                                Schedule
      1

                              	
                                Servicing
      Criteria to be Addressed in Assessment of Compliance

                              	
                                Schedule
      1-1

                              


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        -iii-

        
          

        

      

      
         


      

    


    This SALE
AND SERVICING AGREEMENT, dated as of [           
  ], 20[__], among HYUNDAI AUTO RECEIVABLES TRUST 20[__]-[_], a Delaware
statutory trust (the “Issuer”), HYUNDAI ABS
FUNDING CORPORATION, a Delaware corporation (the “Depositor”), HYUNDAI
CAPITAL AMERICA, a California corporation, as servicer (in such capacity, the
“Servicer”) and
as seller (in such capacity, the “Seller”), and [ 
                    ], a
[national banking association], as indenture trustee (the “Indenture
Trustee”).

     

    WHEREAS,
the Issuer desires to purchase a portfolio of receivables arising in connection
with automobile retail installment sale contracts acquired by the Seller in the
ordinary course of business and sold by the Seller to the
Depositor;

     

    WHEREAS,
the Depositor is willing to sell such receivables to the Issuer;
and

     

    WHEREAS,
the Servicer is willing to service such receivables.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the parties hereto agree as follows:

     

    ARTICLE
I.

     

    DEFINITIONS

     

    Section
1.01  Definitions. 
Whenever used in this Agreement, the following words and phrases, unless the
context otherwise requires, shall have the following meanings:

     

    “Adjusted Pool
Balance” means (a) as of the Closing Date, an amount equal to (x) the
Pool Balance as of the Cutoff Date minus (y) the Yield Supplement
Overcollateralization Amount for the Closing Date and (b) for any Payment Date,
an amount equal to (x) the Pool Balance as of the end of the Collection Period
preceding that Payment Date less (y) the Yield Supplement Overcollateralization
Amount with respect to such Payment Date.

     

    “Administration
Agreement” means the Owner Trust Administration Agreement, dated as of
[              ], 20[__], among Hyundai Auto
Receivables Trust 20[__]-[_], Hyundai Capital America, and [     
                ], a [national banking
association], as amended, supplemented, amended and restated or otherwise
modified from time to time.

     

    “Administrator” means
Hyundai Capital America, a California corporation, and its successors in
interest.

     

    “Advance” means, as to
any Payment Date, an advance made by the Servicer on such Payment Date pursuant
to Section 5.08 in respect of the aggregate of all Scheduled Payments of
interest which were due during the related Collection Period that remained
unpaid at the end of such Collection Period.

     

    “Agreement” means this
Sale and Servicing Agreement, as amended, supplemented, amended and restated or
otherwise modified from time to time.

     

    
      
        20[__]-[_]
Sale and Servicing Agreement)

        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    “Amount Financed”
means with respect to a Receivable, the amount advanced under the Receivable
toward the purchase price of the Financed Vehicle and any related
costs.

     

    “Annual Percentage
Rate” or “APR” of a Receivable
means the annual rate of finance charges stated in the related
Contract.

     

    “Available Amounts”
means, with respect to any Payment Date, the sum of the following amounts
(without duplication) with respect to the related Collection Period:  (i)
all Collections on Receivables, (ii) the Purchased Amount of each Receivable
that becomes a Purchased Receivable, (iii) Advances, (iv) Recoveries and (v) any
amounts paid by the Servicer in connection with a purchase of Receivables
pursuant to Section
9.01(a) hereof.

     

    “Available Amounts
Shortfall” means, with respect to any Payment Date, the positive
difference, if any, of the Total Required Payment for such Payment Date minus
the Available Amounts for such Payment Date.

     

    “Basic Documents”
means the Trust Agreement, the Securities Account Control Agreement, the
Indenture, this Agreement, the Receivables Purchase Agreement, the
Administration Agreement, the Note Depository Agreement, and other documents and
certificates delivered in connection therewith.

     

    “Business Day” means
any day other than a Saturday, a Sunday or a day on which a commercial banking
institution in the states of California, Delaware or New York are authorized or
obligated by law or executive order to remain closed.

     

    “Certificate” means a
certificate evidencing the beneficial interest of a Certificateholder in the
Trust.

     

    “Certificateholders”
has the meaning assigned to such term in the Trust Agreement.

     

    “Class” means any one
of the classes of Notes.

     

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

     

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

     

    “Class A-1 Noteholder”
means the Person in whose name a Class A-1 Note is registered in the Note
Register.

     

    “Class A-1 Notes”
means the [            ]% Asset Backed Notes,
Class A-1, substantially in the form of Exhibit A-1 to the
Indenture.

     

    “Class A-1 Rate” means
[             ]% per annum, computed on the
basis of an actual/360-day year.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    “Class A-2 Noteholder”
means the Person in whose name a Class A-2 Note is registered in the Note
Register.

     

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

     

    “Class A-2 Rate” means
[              ]% per annum, computed on the
basis of a 360-day year consisting of twelve 30-day months.

     

    “Class A-3 Noteholder”
means the Person in whose name a Class A-3 Note is registered in the Note
Register.

     

    “Class A-3 Notes”
means the [            ]% Asset Backed Notes,
Class A-3, substantially in the form of Exhibit A-3 to the
Indenture.

     

    “Class A-3 Rate” means
[             ]% per annum, computed on the
basis of a 360-day year consisting of twelve 30-day months.

     

    “Class A-4 Noteholder”
means the Person in whose name a Class A-4 Note is registered in the Note
Register.

     

    “Class A-4 Notes”
means the [           ]% Asset Backed Notes, Class
A-4, substantially in the form of Exhibit A-4 to the Indenture.

     

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

     

    “Class B Maturity
Date” means [             ], 20[ 
 ].

     

    “Class B Noteholder”
means the Person in whose name a Class B Note is registered in the Note
Register.

     

    “Class B Notes” means
the [        ]% Asset Backed Notes, Class B, substantially
in the form of Exhibit B to the Indenture.

     

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

     

    “Class C Maturity
Date” means [              ],
20[   ].

     

    “Class C Noteholder”
means the Person in whose name a Class C Note is registered in the Note
Register.

     

    “Class C Notes” means
the [         ]% Asset Backed Notes, Class C,
substantially in the form of Exhibit C to the Indenture.

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
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    “Class D Maturity
Date” means [               ],
20[   ].

     

    “Class D Noteholder”
means the Person in whose name a Class D Note is registered in the Note
Register.

     

    “Class D Notes” means
the [           ]% Asset Backed Notes, Class D,
substantially in the form of Exhibit D to the Indenture.

     

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

     

    “Closing Date” means
[              ], 20[__].

     

    “CFR” means the Code
of Federal Regulations.

     

    “Collateral” has the
meaning specified in the Granting Clause of the Indenture.

     

    “Collection Account”
means the account designated as such, established and maintained pursuant to
Section 5.01.

     

    “Collection Period”
means each fiscal month of the Servicer during the term of this Agreement; provided, however, that the
first Collection Period is the period from and including  [   
        ], 20[   ] through [     
     ], 20[   ].  With respect to any
Determination Date or Payment Date, the “related Collection Period” means the
Collection Period preceding the fiscal month in which such Determination Date or
Payment Date occurs.

     

    “Collections” means,
with respect to any Receivable and to the extent received by the Servicer after
the Cutoff Date, (a) any monthly payment by or on behalf of the Obligor
thereunder, (b) full or partial prepayment of that Receivable, (c) all
Liquidation Proceeds and (d) any other amounts received by the Servicer
which, in accordance with its customary servicing practices, would be applied to
the payment of accrued interest or to reduce the Principal Balance of that
Receivable; provided, however, that the
term “Collections” in no event will include (i) any amounts in respect of any
Receivable purchased by the Servicer, the Seller or the Depositor on a prior
Payment Date or (ii) any late fees, extension fees, non-sufficient funds charges
and any and all other administrative fees or similar charges allowed by
applicable law with respect to any Receivable and payable to the
Servicer.

     

    “Commission” means the
Securities and Exchange Commission.

     

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

     

    “Controlling Class”
means with respect to any Notes that are Outstanding, the Class A Notes (voting
together as a single class) so long as the Class A Notes are Outstanding, and
thereafter the Class B Notes so long as any Class B Notes are Outstanding, and
thereafter the Class C Notes so long as any Class C Notes are Outstanding and
thereafter the Class D Notes so long as any Class D Notes are Outstanding,
excluding in each case, Notes held by the Depositor, the Servicer or their
affiliates.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

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

     

    “Corporate Trust
Office” has the meaning set forth in the Indenture.

     

    “Credit and Collection
Policy” means the credit and collection practices, policies and
procedures of HCA from time to time.

     

    “Cutoff Date” means
the close of business on [             ],
20[   ].

     

    “Dealer” means the
dealer who sold a Financed Vehicle and who originated the related Receivable and
assigned it to HCA pursuant to a Dealer Agreement.

     

    “Dealer Agreement”
means an agreement between HCA and a Dealer pursuant to which such Dealer sells
Contracts to HCA.

     

    “Defaulted
Receivables” means any Receivable (a) on which any installment is unpaid
more than sixty (60) days past its original due date or (b) where the Servicer’s
records show that the Obligor has suffered an Insolvency Event.

     

    “Deliver” or “Delivered”: 
when used with respect to Trust Account Property means when the relevant steps
specified below are accomplished with respect to such Trust Account
Property:

     

    (a) 
         if such Trust Account Property is an
instrument or a certificated security (each as defined in the UCC), by (i)
delivering such instrument or security certificate to the  Eligible
Institution then maintaining the applicable Eligible Account either registered
in the name of such Eligible Institution, or indorsed, by an effective
endorsement, to the Eligible Institution or in blank (provided, that no endorsement
shall be required for certificated securities in bearer form), (ii) causing
such Eligible Institution to maintain (on behalf of the Indenture Trustee)
continuous possession of such instrument or security certificate, (iii) causing
the Eligible Institution to credit such instrument or certificated security to
the appropriate Eligible Account, (iv) causing the Eligible Institution to agree
to treat all such instruments and certificated securities as “financial assets”
(as defined in the UCC) and (v) causing the Eligible Institution to agree
pursuant to a Control Agreement that it will comply with “entitlement orders”
(as defined in the UCC) originated by the Indenture Trustee with respect to each
security entitlement (as defined in the UCC) relating to such instruments and
certificated securities without further consent by the Depositor, the Issuer or
any other Person;

     

    (b) 
         if such Trust Account Property is a security
entitlement (as defined in the UCC), by (i) causing the Eligible Institution
then maintaining the applicable Eligible Account to become the entitlement
holder of such security entitlement, (ii) causing the Eligible Institution to
credit such security entitlement to the appropriate Eligible Account thereby
creating a securities entitlement with respect to the financial asset underlying
such securities entitlement and (iii) causing the Eligible Institution to
agree pursuant to a Control Agreement that it will comply with “entitlement
orders” (as defined in the UCC) originated by the Indenture Trustee with respect
to each security entitlement (as defined in the UCC) without further consent by
the Depositor, Issuer or any other Person;

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (c) 
         if such Trust Account Property is an
uncertificated security (as defined in the UCC), by (i) causing the Eligible
Institution then maintaining the applicable Eligible Account to become the
registered owner of such uncertificated security, (ii) causing such registration
to remain effective, (iii) causing the Eligible Institution to credit such
uncertificated security to the appropriate Eligible Account thereby creating a
securities entitlement with respect to the uncertificated security, and
(iv) causing the Eligible Institution to agree pursuant to a Control
Agreement that it will comply with “entitlement orders” (as defined in the UCC)
originated by the Indenture Trustee with respect to each security entitlement
(as defined in the UCC) without further consent by the Depositor, Issuer or any
other Person;

     

    (d) 
         if such Trust Account Property consists of
deposit accounts (as defined in the UCC) by either (i) causing the Indenture
Trustee to be the customer with respect to such deposit accounts or (ii) causing
the bank maintaining such deposit account to enter into a Control Agreement
pursuant to which it agrees to comply with all instructions issued by the
Indenture Trustee without further consent by the Depositor, Issuer or any other
Person;

     

    (e) 
         in the case of any general intangibles, by
causing an effective financing statement naming the Issuer as debtor and the
Indenture Trustee as secured party and covering such general intangibles to be
filed in the location (within the meaning of Section 9-307 of the UCC) of the
Issuer; and

     

    (f) 
         in the case of any Trust Account Property not
covered above or as an additional method of delivery for any of the foregoing,
by delivering to the Indenture Trustee a legal opinion of counsel reasonably
satisfactory to the Indenture Trustee specifying another method of delivery that
will result in the Indenture Trustee having a valid and perfected security
interest therein and by delivery in compliance with the method specified in such
legal opinion.

     

    “Depositor” means
Hyundai ABS Funding Corporation, a Delaware corporation, and its successors in
interest.

     

    “Determination Date”
means, with respect to each Payment Date, the tenth calendar day of the month in
which such Payment Date occurs (or if such tenth day is not a Business Day, the
next succeeding Business Day).

     

    “Eligible Account”
means a segregated securities account with an Eligible Institution.

     

    “Eligible Institution”
means the following:

     

    (a) 
         a depository institution or trust
company

     

    (i) 
         whose commercial paper, short-term unsecured
debt obligations or other short-term deposits are rated “Prime-1” by Moody’s and
“A-1+” by Standard & Poor’s or “F1” by Fitch, if the deposits are to be held
in the account for 30 days or less, or

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    (ii) 
         whose long-term unsecured debt obligations are
rated at least “Aa3” by Moody’s and “AA-” by Standard & Poor’s or “AA-” by
Fitch, if the deposits are to be held in the account more than 30 days,
or

     

    (b) 
         a segregated trust account or accounts
maintained in the trust department of a federal or state-chartered depository
institution having a combined capital and surplus of at least $50,000,000 and
subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulations Section 9.10(b), or

     

    (c) 
         any other institution with respect to which
the Rating Agency Condition shall be satisfied.

     

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

     

    “Eligible Investments”
means book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form and that evidence:

     

    (a) 
         direct obligations of, and obligations fully
guaranteed as to the full and timely payment by, the United States of
America;

     

    (b) 
         demand deposits, time deposits or certificates
of deposit of any depository institution (including any affiliate of the
Depositor, the Servicer, the Indenture Trustee or the Owner Trustee) or trust
company incorporated under the laws of the United States of America or any state
thereof or the District of Columbia (or any domestic branch of a foreign bank)
and subject to supervision and examination by Federal or state banking or
depository institution authorities (including depository receipts issued by any
such institution or trust company as custodian with respect to any obligation
referred to in the first bullet point above or a portion of such obligation for
the benefit of the holders of such depository receipts); provided that at the
time of the investment or contractual commitment to invest therein (which shall
be deemed to be made again each time funds are reinvested following each Payment
Date), the commercial paper or other short-term senior unsecured debt
obligations (other than such obligations the rating of which is based on the
credit of a person other than such depository institution or trust company) of
such depository institution or trust company shall have a credit rating from
each Rating Agency in the highest investment category granted
thereby;

     

    (c) 
         commercial paper (including commercial paper
of any affiliate of Depositor, the Servicer, the Indenture Trustee or the Owner
Trustee) having, at the time of the investment or contractual commitment to
invest therein, a rating from Standard & Poor’s of “A-1+” and from Moody’s
of “Prime-1”;

     

    (d) 
         investments in money market funds (including
funds for which the Depositor, the Servicer, the Indenture Trustee or the Owner
Trustee or any of their respective affiliates is investment manager or advisor)
having a rating from Standard & Poor’s of “AAA-m” or “AAAm-G” and from
Moody’s of “Aaa”;

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    (e) 
         bankers’ acceptances issued by any depository
institution or trust company referred to in clause (b) above;

     

    (f) 
         repurchase obligations with respect to any
security that is a direct obligation of, or fully guaranteed by, the United
States of America or any agency or instrumentality thereof the obligations of
which are backed by the full faith and credit of the United States of America,
in either case entered into with a depository institution or trust company
(acting as principal) described in clause (b) above; or

     

    (g) 
         any other investment with respect to which the
Rating Agency Condition is satisfied.

     

    “Eligible Servicer”
means Hyundai Capital America or any other Person that at the time of its
appointment as Servicer (a) is servicing a portfolio of motor vehicle retail
installment sale contracts or motor vehicle installment loans, (b) is legally
qualified and has the capacity to service the Receivables, (c) has demonstrated
the ability professionally and competently to service a portfolio of motor
vehicle retail installment sale contracts or motor vehicle installment loans
similar to the Receivables with reasonable skill and care and (iv) has a minimum
net worth of $100,000,000.

     

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

     

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

     

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

     

    “First Priority Principal
Distribution Amount” means, with respect to any Payment Date, an amount,
not less than zero, equal to the result of (a) the aggregate outstanding
principal amount of the Class A Notes as of the preceding Payment Date (after
giving effect to any principal payments made on the Class A Notes on that
preceding Payment Date), minus (b) the Adjusted Pool Balance at the end of the
Collection Period preceding that Payment Date; provided, however, that the
First Priority Principal Distribution Amount shall not exceed the sum of the
aggregate outstanding principal amount of all of the Notes on that Payment Date
(after giving effect to any principal payments made on the Notes on that
preceding Payment Date); and provided further, that the
First Priority Principal Distribution Amount on and after the Stated Maturity
Date of a class of Class A Notes shall not be less than the amount that is
necessary to reduce the outstanding principal amount of such class of the Class
A Notes and all earlier maturing classes of Class A Notes to zero.

     

    “Fitch” means Fitch,
Inc., and its successors.

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        8

        
          

        

      

      
        
        

      

       

    

    “HCA” means Hyundai
Capital America, a California corporation, and its successors.

     

    “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.

     

    “Indenture Trustee”
means the Person acting as Indenture Trustee under the Indenture, its successors
in interest and any successor trustee under the Indenture.

     

    “Initial Class A-1 Note
Balance” means $[               
  ].

     

    “Initial Class A-2 Note
Balance” means $[               
  ].

     

    “Initial Class A-3 Note
Balance” means $[               
      ].

     

    “Initial Class A-4 Note
Balance” means $[               
      ].

     

    “Initial Class B Note
Balance” means $[               
      ].

     

    “Initial Class C Note
Balance” means $[               
      ].

     

    “Initial Class D Note
Balance” means $[               
      ].

     

    “Initial Pool Balance”
means, an amount equal to the aggregate Principal Balance of the Receivables as
of the Cutoff Date.

     

    “Insolvency Event”
means, with respect to a specified Person, (a) the filing of a decree or order
for relief by a court having jurisdiction in the premises in respect of such
Person or any substantial part of its property in an involuntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such Person’s
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to
the entry of an order for relief in an involuntary case under any such law, or
the consent by such Person to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the
making by such Person of any general assignment for the benefit of creditors, or
the failure by such Person generally to pay its debts as such debts become due,
or the taking of action by such Person in furtherance of any of the
foregoing.

     

    “Interest Distribution
Account” means, the account designated as such, established and
maintained pursuant to Section 5.01(a)(iv).

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        9

        
          

        

      

      
        
        

      

       

    

    “Interest Period”
means, with respect to the Class A-1 Notes, the period from and including the
most recent Payment Date on which interest has been paid (or, in the case of the
first Interest Period, the Closing Date) to but excluding the current Payment
Date and, with respect to the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes, the Class B Notes, the Class C Notes and the Class D Notes, the
period from and including the 15th day of
the calendar month (or, in the case of the first Interest Period, from and
including the Closing Date) to but excluding the 15th day of
the current calendar month.

     

    “Investment Earnings”
means, with respect to any Payment Date, any investment earnings (net of losses
and investment expenses) on amounts on deposit in a Trust Account.

     

    “Issuer” means Hyundai
Auto Receivables Trust 20[__]-[_].

     

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

     

    “Lien” means a
security interest, lien, charge, pledge, equity or encumbrance of any kind,
other than tax liens, mechanics’ liens and any liens that attach to the
respective Receivable by operation of law as a result of any act or omission by
the related Obligor.

     

    “Liquidated
Receivable” means a Receivable with respect to which the earliest of the
following shall have occurred:  (a) the related Financed Vehicle has been
repossessed and liquidated, (b) the related Financed Vehicle has been
repossessed for 90 days or more and has not yet been liquidated, (c) the end of
the Collection Period in which the Receivable becomes more than 120 days past
due, or (d) the Servicer has determined in accordance with its collection
policies that all amounts that it expects to receive with respect to the
Receivable have been received.

     

    “Liquidation Proceeds”
means, with respect to any Liquidated Receivable, all proceeds of the
liquidation of such Liquidated Receivable, net of the sum of any out-of-pocket
expenses of the Servicer reasonably allocated to the auction, repossession,
transport, reconditioning and liquidation and any amounts required by law to be
remitted or allocated to the account of the Obligor on such Liquidated
Receivable.

     

    “Moody’s” means
Moody’s Investors Service, Inc., and its successors.

     

    “Note Balance” means,
as of any date of determination, an amount equal to (a) the sum of (i) the
Initial Class A-1 Note Balance, (ii) the Initial Class A-2 Note Balance,
(iii) the Initial Class A-3 Note Balance, (iv) the Initial
Class A-4 Note Balance, (v) the Initial Class B Note Balance, (vi) the
Initial Class C Note Balance and (vii) the Initial Class D Note Balance
less (b) all amounts distributed to Noteholders on or prior to such date
and allocable to principal thereon.

     

    “Note Distribution
Account” means the account designated as such, established and maintained
pursuant to Section 5.01(a)(ii).

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        10

        
          

        

      

      
        
        

      

       

    

    “Note Pool Factor”
means, with respect to each Class of Notes as of the close of business on the
last day of a Collection Period, a seven-digit decimal figure equal to the
Outstanding Amount of such Class of Notes (after giving effect to any reductions
thereof to be made on the immediately following Payment Date) divided by the
original Outstanding Amount of such Class of Notes.  The Note Pool Factor
will be 1.0000000 as of the Closing Date; thereafter, the Note Pool Factor will
decline to reflect reductions in the Outstanding Amount of such Class of
Notes.

     

    “Noteholders” shall
mean the Class A-1 Noteholders, the Class A-2 Noteholders, the Class A-3
Noteholders, the Class A-4 Noteholders, the Class B Noteholders, the Class C
Noteholders or the Class D Noteholders.

     

    “Notes” means the
Class A Notes, the Class B Notes, the Class C Notes and the Class D
Notes.

     

    “Obligor” means a
person who obtained installment credit for the purchase of a Financed Vehicle
the terms of which are evidenced by a Contract, and any other person obligated
to make payments thereunder.

     

    “Officers’
Certificate” means a certificate signed by (a) the chairman of the board,
any vice president, the controller or any assistant controller and (b) the
president, a treasurer, assistant treasurer, secretary or assistant secretary of
the Depositor or the Servicer, as appropriate.

     

    “Opinion of Counsel”
means one or more written opinions of counsel, who may be an employee of or
counsel to the Issuer, Seller or the Servicer, which counsel shall be reasonably
acceptable to the Indenture Trustee, the Owner Trustee or the Rating Agencies,
as applicable, and which shall be addressed to the Owner Trustee and the
Indenture Trustee.

     

    “Other Assets” means
any assets (or interests therein) (other than the Trust Estate) conveyed or
purported to be conveyed by the Depositor to another Person or Persons other
than the Issuer, whether by way of a sale, capital contribution or by virtue of
the granting of a lien.

     

    “Outstanding Amount”
means, as of any date of determination, the aggregate principal amount of a
Class of Notes outstanding as of such date of determination.

     

    “Owner Trustee” means
[                   ], acting
not in its individual capacity but solely as owner trustee under the Trust
Agreement.

     

    “Payment Date” means,
with respect to each Collection Period, the 15th 
day of the following month or, if such day is not a Business Day, the
immediately following Business Day, commencing on [       
       ], 20[   ].

     

    “Person” means any
individual, corporation, limited liability company, estate, partnership, joint
venture, association, joint stock company, trust (including any beneficiary
thereof), unincorporated organization or government or any agency or political
subdivision thereof.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        11

        
          

        

      

      
        
        

      

       

    

    “Physical Property”
has the meaning assigned to such term in the definition of “Delivery”
above.

     

    “Pool Balance” means,
with respect to any Payment Date, an amount equal to the aggregate Principal
Balance of the Receivables at the end of the related Collection Period, after
giving effect to all payments of principal received from Obligors and Purchased
Amounts to be remitted by the Servicer for such Collection Period and reduction
to zero of the aggregate outstanding Principal Balance of all Receivables that
became Liquidated Receivables during such Collection Period.

     

    “Principal Balance”
means, as of any time with respect to any Receivable, the principal balance of
such Receivable as of the close of business on the last day of the preceding
Collection Period under the terms of the Receivable determined in accordance
with the customary servicing practices.

     

    “Principal Distribution
Account” means that account designated as such established and maintained
pursuant to Section 5.01(a)(iv).

     

    “Purchased Amount”
means, with respect to any Receivable that became a Purchased Receivable, the
unpaid principal balance owed by the Obligor thereon plus interest on such
amount at the applicable APR to the last day of the Collection Period of
repurchase.

     

    “Purchased Receivable”
means a Receivable purchased as of the close of business on the last day of a
Collection Period by or on behalf of the Servicer pursuant to Section 4.07 of
this Agreement or by or on behalf of the Seller pursuant to Section 3.03 of this
Agreement or Section 7.02 of the Receivables Purchase Agreement.

     

    “Rating Agency” means
Fitch, Moody’s or Standard & Poor’s, as the context may require.  If
none of Fitch, Moody’s, Standard & Poor’s or a successor thereto remains in
existence, “Rating Agency” shall mean any nationally recognized statistical
rating organization or other comparable Person designated by the Depositor and,
written notice of which designation shall be given to the Owner Trustee, the
Indenture Trustee and the Servicer.

     

    “Rating Agency
Condition” means, with respect to any action, that each Rating Agency
shall have been given 10 days’ (or such shorter period as shall be acceptable to
each Rating Agency) prior notice thereof and that each Rating Agency shall not
have notified the Issuer or the Indenture Trustee in writing that such action
will result in a reduction, withdrawal or down-grade of the then-current rating
of each class of Notes.

     

    “Realized Losses”
means, with respect to any Receivable that becomes a Liquidated Receivable, the
excess of the Principal Balance thereof over the portion of related Liquidation
Proceeds allocable to principal.

     

    “Receivable” means any
Contract listed on Schedule A (which Schedule may be in the form of
microfiche).

     

    “Receivable Files”
means the following documents with respect to each Financed
Vehicle:

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        12

        
          

        

      

      
        
        

      

       

    

    (i) 
         the fully executed original of each Receivable
(together with any agreements modifying each such Receivable, including any
extension agreement);

     

    (ii) 
        the original credit application, or a copy thereof,
fully executed by each Obligor thereon;

     

    (iii) 
       the original certificate of title or such other
documents evidencing the security interest of the Seller in the related Financed
Vehicle; and

     

    (iv) 
      any and all other documents that the Servicer shall have
kept on file in accordance with its customary procedures relating to
Receivables, Obligors or Financed Vehicles.

     

    “Receivables Purchase
Agreement” means the Receivables Purchase Agreement dated as of [ 
            ], 20[__], between the Seller and the
Depositor, as amended, supplemented, amended and restated or otherwise modified
from time to time.

     

    “Record Date” means,
as to any Payment Date, the day immediately preceding such Payment
Date.

     

    “Recoveries” means,
with respect to any Receivable that becomes a Liquidated Receivable, monies
collected in respect thereof (other than Liquidation Proceeds), from whatever
source, net of the sum of any amounts expended (and not otherwise reimbursed) by
the Servicer for the account of the Obligor and any amounts required by law to
be remitted or allocated to the account of the Obligor.

     

    “Regular Principal
Distribution Amount” means, with respect to any Payment Date, an amount
no less than zero equal to the excess, if any, of (a) the aggregate outstanding
principal amount of the Notes immediately preceding such Payment Date over
(b)(i) the Adjusted Pool Balance as of the last day of the related Collection
Period minus (ii) the
Target Overcollateralization Amount with respect to such Payment Date; provided, however, that the
Regular Principal Distribution Amount shall not exceed the sum of the aggregate
outstanding principal amount of all of the Notes on such Payment Date (after
giving effect to any principal payments made on the Notes on such Payment Date
in respect of the First Priority Principal Distribution Amount, the Second
Priority Principal Distribution Amount, and the Third Priority Principal
Distribution Amount, if any); and provided further, that the
Regular Principal Distribution Amount on or after the Class D Stated Maturity
Date shall not be less than the amount that is necessary to reduce the
outstanding principal amount of the Class D Notes to zero.

     

    “Regulation AB” means
Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such regulation may be amended from time to time and
subject to such clarification and interpretation as have been provided by the
Commission in the adopting release (Asset-Backed Securities, Securities Act
Release No. 33-8518. 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the
staff of the Commission, or as may be provided in writing by the Commission or
its staff from time to time.

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        13

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

    (d) 
         an Event of Default under the
Indenture;

     

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

     

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

     

    “Reserve Account”
means the account designated as such, established by the Issuer and maintained
by the Indenture Trustee pursuant to Section 5.01(a)(iii).

     

    “Reserve Account
Deposit” means $[               
      ].

     

    “Reserve Account Required
Amount” means, subject to Section 4.04 of this Agreement, with respect to
any Payment Date, an amount equal to [           
 ]% of the Adjusted Pool Balance as of the Cutoff Date; provided, however, that in no
event shall the Reserve Account Required Amount on any Payment Date be more than
the aggregate Outstanding Amount of the Notes on such Payment Date (after giving
effect to the allocation of principal payments on such Payment
Date).

     

    “Reserve Account Withdrawal
Amount” means, with respect to each Payment Date, the lesser of (x) the
Available Amounts Shortfall with respect to such Payment Date and (y) and the
amount on deposit in the Reserve Account on such Payment Date.

     

    “Responsible Officer”
means the chief financial officer, the chairman of the board, the president, any
executive vice president, any vice president, the treasurer, any assistant
treasurer, the secretary, or any assistant secretary of the
Servicer.

     

    “Scheduled Payment”
means, with respect to each Receivable, the scheduled monthly payment amount set
forth in the related Contract and required to be paid by the Obligor during each
Collection Period.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        14

        
          

        

      

      
        
        

      

       

    

    “Second Priority Principal
Distribution Amount” means, with respect to any Payment Date, an amount
not less than zero equal to (a) an amount equal to (i) the sum of the aggregate
outstanding principal amount of the Class A Notes and the Class B Notes as of
the preceding Payment Date (after giving effect to any principal payments made
on the Class A Notes and the Class B Notes on that preceding Payment Date),
minus (ii) the Adjusted Pool Balance at the end of the Collection Period
preceding that Payment Date, minus (b) the First Priority Principal Distribution
Amount; provided, however, that the
Second Priority Principal Distribution Amount shall not exceed the sum of the
aggregate outstanding principal amount of all of the Notes on that Payment Date
(after giving effect to any principal payments made on the Notes on that
preceding Payment Date); and provided further, that the
Second Priority Principal Distribution Amount on and after the Class B Maturity
Date shall not be less than the amount that is necessary to reduce the
outstanding principal amount of the Class B Notes to zero.

     

    “Securities” means the
Notes and the Certificates.

     

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

     

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

     

    “Securities
Intermediary” means [             
        ], in its capacity as the securities intermediary in
the Securities Account Control Agreement.

     

    “Securityholders”
means the Noteholders and/or the Certificateholders, as the context may
require.

     

    “Seller” means HCA and
its successors in interest as seller of the Receivables to the Depositor
pursuant to the Receivables Purchase Agreement.

     

    “Servicer” means HCA,
as the servicer of the Receivables, and each successor to HCA (in the same
capacity) pursuant to Section 7.03 or 8.03.

     

    “Servicer Termination
Event” has the meaning set forth in Section 8.01.

     

    “Servicer’s
Certificate” means an Officers’ Certificate of the Servicer delivered
pursuant to Section 4.09, substantially in the form of Exhibit C.

     

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

     

    “Servicing Fee Rate”
means [__]% per annum.

     

    “Simple Interest
Method” means the method of allocating the monthly payments received with
respect to a Receivable to interest in an amount equal to the product of (a) the
applicable APR, (b) the period of time (expressed as a fraction of a year, based
on the actual number of days in the calendar month and 365 days in the calendar
year) elapsed since the preceding payment was made under such Receivable and (c)
the Outstanding Amount of such Receivable, and allocating the remainder of each
such monthly payment to principal.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        15

        
          

        

      

      
        
        

      

       

    

    “Simple Interest
Receivable” means any Receivable under which the portion of a payment
allocable to interest and the portion allocable to principal is determined in
accordance with the Simple Interest Method.

     

    “Standard &
Poor’s” means Standard & Poor’s Ratings Services, a Standard &
Poor’s Financial Services LLC business, and its successors.

     

    “Stated Maturity Date”
means, for each class of Notes, the respective date set forth opposite such
class of Notes in the table below or, if such date is not a Business Day, the
next succeeding Business Day:

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Class

                            	 
      	
                              Stated Maturity Date

                            
	 	 	 
	
                              Class
      A-1 Notes

                            	 
      	
                              [ 
                 ], 20[ 
     ]

                            
	 	 	 
	
                              Class
      A-2 Notes

                            	 
      	
                              [ 
                 ], 20[ 
     ]

                            
	 	 	 
	
                              Class
      A-3 Notes

                            	 
      	
                              [ 
                 ], 20[ 
     ]

                            
	 	 	 
	
                              Class
      A-4 Notes

                            	 
      	
                              [ 
                 ], 20[ 
     ]

                            
	 	 	 
	
                              Class
      B Notes

                            	 
      	
                              [ 
                 ], 20[ 
     ]

                            
	 	 	 
	
                              Class
      C Notes

                            	 
      	
                              [ 
                 ], 20[ 
     ]

                            
	 	 	 
	
                              Class
      D Notes

                            	
                               
      

                            	
                              [ 
                 ], 20[ 
     ]

                            


                    

                  

                

              

            

          

        

      

    

    


    “Target Overcollateralization
Amount” means, subject to Section 4.04 of this Agreement, with respect to
any Payment Date, the greater of (a) [__]% of the Adjusted Pool Balance, minus
the Reserve Account Required Amount, on such Payment Date and (b) [__]% of the
Adjusted Pool Balance as of the Cutoff Date.  Notwithstanding the
foregoing, the Target Overcollateralization Amount shall not exceed the Adjusted
Pool Balance on such Payment Date.

     

    “Third Priority Principal
Distribution Amount” means, with respect to any Payment Date, an amount
not less than zero equal to (a) an amount equal to (i) the sum of the aggregate
outstanding principal amount of the Class A Notes, the Class B Notes and the
Class C Notes as of the preceding Payment Date (after giving effect to any
principal payments made on the Class A Notes, the Class B Notes and the Class C
Notes on that preceding Payment Date), minus (ii) the Adjusted Pool Balance at
the end of the Collection Period, minus (b) the sum of (i) the First Priority
Principal Distribution Amount, plus (ii) the Second Priority Principal
Distribution Amount; provided, however, that the
Third Priority Principal Distribution Amount shall not exceed the sum of the
aggregate outstanding principal amount of all of the Notes on that Payment Date
(after giving effect to any principal payments made on the Notes on that
preceding Payment Date); and provided further, that the
Third Priority Principal Distribution Amount on and after the Class C Maturity
Date shall not be less than the amount that is necessary to reduce the
outstanding principal amount of the Class C Notes to zero.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        16

        
          

        

      

      
        
        

      

       

    

    “Total Required
Payment” means (a) with respect to any Payment Date prior to the
occurrence of an “Event of Default” under the Indenture which has resulted in
the acceleration of the Notes, the sum of (i) the Servicing Fee for the related
Collection Period and all unpaid Servicing Fees from prior Collection Periods,
(ii) unreimbursed Advances, (iii) the accrued and unpaid interest on the
Notes, (iv) an amount equal to the lesser of (x) the change in the Adjusted Pool
Balance during the related Collection Period and (y) the Principal Distribution
Amount and (v) on or after the Stated Maturity Date of any class of Notes, an
amount necessary to reduce the Outstanding Amount of such class of Notes to
zero, and (b) with respect to any Payment Date following the occurrence and
during the continuation of an “Event of Default” under the Indenture which has
resulted in an acceleration of the Notes, until the Payment Date on which the
Outstanding Amount of all the Notes has been paid in full, the sum of (i) the
specified amounts payable to the Indenture Trustee, (ii) the Servicing Fee for
the related Collection Period and all unpaid Servicing Fees from prior
Collection Periods, (iii) unreimbursed Advances, (iv) the accrued and unpaid
interest on the Notes and (v) the amount necessary to reduce the Outstanding
Amount of all of the Notes to zero.

     

    “Trust” means the
Issuer.

     

    “Trust Account
Property” means the Trust Accounts, all amounts and investments held from
time to time in any Trust Account and all proceeds of the
foregoing.

     

    “Trust Accounts” shall
mean the Collection Account, the Note Distribution Account and the Reserve
Account.

     

    “Trust Agreement”
means the Amended and Restated Trust Agreement, dated as of [   
          ], 20[__], between the Depositor, the
Administrator and the Owner Trustee, as amended, supplemented, amended and
restated or otherwise modified from time to time.

     

    “Trust Officer” means,
in the case of the Indenture Trustee or any Officer within the Corporate Trust
Office of the Indenture Trustee, as the case may be, including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or
any other officer of the Indenture Trustee customarily performing functions
similar to those performed by any of the above designated officers and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject, in each case having direct responsibility for the
administration of the Indenture and, with respect to the Owner Trustee, any
officer of the Owner Trustee with direct responsibility for the administration
of the Trust Agreement and the other Basic Documents on behalf of the Owner
Trustee.

     

    “UCC” means the
Uniform Commercial Code, as in effect in the relevant jurisdiction.

     

    “Yield Supplement
Overcollateralization Amount” means with respect to any Payment Date, the
dollar amount set forth next to such Payment Date on Schedule B
hereto.

     

    Section
1.02  Other
Definitional Provisions.

     

    (a) 
         Capitalized terms used herein that are not
otherwise defined has the meanings ascribed thereto in the Indenture or, if not
defined therein, in the Trust Agreement.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        17

        
          

        

      

      
        
        

      

       

    

    (b) 
         All terms defined in this Agreement shall have
the defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.

     

    (c) 
         As used in this Agreement and in any
certificate or other document made or delivered pursuant hereto or thereto,
accounting terms not defined in this Agreement or in any such certificate or
other document, and accounting terms partly defined in this Agreement or in any
such certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles.  To the extent that the definitions of accounting terms in this
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles, the
definitions contained in this Agreement or in any such certificate or other
document shall control.

     

    (d) 
         The words “hereof,” “herein,” “hereunder” and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement;
Article, Section, Schedule and Exhibit references contained in this Agreement
are references to Articles, Sections, Schedules and Exhibits in or to this
Agreement unless otherwise specified; “or” shall include “and/or”; and the term
“including” shall mean “including without limitation”.

     

    (e) 
         The definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such
terms.

     

    (f) 
         Any agreement, instrument or statute defined
or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument or statute as from time to
time amended, modified or supplemented and includes (in the case of agreements
or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

     

    ARTICLE
II.

     

    CONVEYANCE
OF RECEIVABLES

     

    Section
2.01  Conveyance
of Receivables.  In consideration of the Issuer’s delivery to or
upon the order of the Depositor of approximately $[_____], the Certificates and
such other amounts to be distributed to the Depositor on the Closing Date, the
Depositor does hereby sell, transfer, assign, set over and otherwise convey to
the Issuer, without recourse (subject to the obligations of the Depositor set
forth herein), all right, title and interest of the Depositor in and
to:

     

    (a) 
         the Receivables and all moneys received
thereon after the Cutoff Date;

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        18

        
          

        

      

      
        
        

      

       

    

    (c)          
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 the Financed Vehicles or
the related Obligors, including any vendor’s single interest or other collateral
protection insurance policy;

     

    (d)         
any property that shall have secured a Receivable and shall have been acquired
by or on behalf of the Depositor, the Servicer or the Trust;

     

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

     

    (f)           all
of the Depositor’s rights (but not its obligations) under the Receivables
Purchase Agreement;

     

    (g)         
all right, title and interest in the Trust Accounts and all funds, securities or
other assets credited from time to time to the Trust Accounts and in all
investments therein and proceeds thereof (including all Investment Earnings with
respect to the Reserve Account);

     

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

     

    (i) 
          the proceeds of any and all of the foregoing
(collectively, with the assets listed in clauses (a) through (h) above, the
“Conveyed
Assets”).

     

    The
Depositor and the Issuer agree that the purchase price for the Conveyed Assets
sold by the Depositor to the Issuer represents fair market value for the
Conveyed Assets.  It is the intention of the Depositor that the transfer
and assignment contemplated by this Agreement shall constitute a sale of the
Conveyed Assets from the Depositor to the Trust and the beneficial interest in
and title to the Receivables and the related property shall not be part of the
Depositor’s estate in the event of the filing of a bankruptcy petition by or
against the Depositor under any bankruptcy law.  In the event that,
notwithstanding the intent of the Depositor, the transfer and assignment
contemplated hereby is held not to be a sale or is otherwise not effective to
sell the Conveyed Assets, this Agreement shall constitute a grant by the
Depositor to the Issuer of a security interest in all Conveyed Assets and all
accounts, money, chattel paper, securities, instruments, documents, deposit
accounts, uncertificated securities, general intangibles, contract rights, goods
and other property consisting of, arising from or relating to such Conveyed
Assets, for the benefit of the Securityholders.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        19

        
          

        

      

      
        
        

      

       

    

    ARTICLE
III.

     

    THE
RECEIVABLES

     

    Section
3.01  Representations and
Warranties of the Seller.

     

    (a) 
         The Seller has made each of the
representations and warranties set forth in Exhibit A hereto under the
Receivables Purchase Agreement and has consented to the assignment by the
Depositor to the Issuer of the Depositor’s rights with respect thereto. 
Such representations and warranties speak as of the respective dates set forth
therein, but shall survive the sale, transfer and assignment of the Receivables
to the Issuer and the pledge of such Receivables to the Indenture Trustee. 
Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned,
transferred and conveyed to the Issuer, as part of the assets of the Issuer, its
rights under the Receivables Purchase Agreement, including the representations
and warranties of the Seller therein as set forth in Exhibit A, upon which
representations and warranties the Issuer relies in accepting the Receivables
and delivering the Securities, together with all rights of the Depositor with
respect to any breach thereof, including the right to require the Seller to
repurchase Receivables in accordance with the Receivables Purchase
Agreement.  It is understood and agreed that the representations and
warranties referred to in this Section shall survive the sale and delivery of
the Receivables to the Issuer.

     

    (b) 
         The Seller hereby agrees that the Issuer shall
have the right to enforce any and all rights under the Receivables Purchase
Agreement assigned to the Issuer herein, including the right to cause the Seller
to repurchase any Receivable with respect to which it is in breach of any of its
representations and warranties set forth in Exhibit A, directly against the
Seller as though the Issuer were a party to the Receivables Purchase Agreement,
and the Issuer shall not be obligated to exercise any such rights indirectly
through the Depositor.

     

    Section
3.02  Representations and
Warranties of the Depositor.  The Depositor makes the following
representations and warranties, on which the Issuer relies in accepting the
Receivables and delivering the Securities.  Such representations and
warranties speak as of the execution and delivery of this Agreement and as of
the Closing Date, but shall survive the sale, transfer and assignment of the
Receivables by the Depositor to the Issuer and the pledge thereof to the
Indenture Trustee pursuant to the Indenture:

     

    (a) 
         This Agreement creates a valid and continuing
security interest (as defined in the UCC) in the Receivables in favor of the
Issuer, which security interest is prior to all other Liens, and is enforceable
as such against creditors of and purchasers from the Depositor.

     

    (b) 
         Each Receivable constitutes “chattel paper”
within the meaning of the UCC.

     

    (c) 
         Immediately upon the transfer thereof from the
Depositor to the Issuer pursuant to this Agreement, the Issuer shall have good
and marketable title to each Receivable, free and clear of any Lien of any
Person.

     

    (d) 
         The Depositor has caused, or will have caused,
within ten days of the Closing Date, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdiction under the
applicable UCC in order to perfect the security interest in the Receivables
granted to the Issuer under this Agreement.

     

    (e) 
         Other than the security interest granted to
the Issuer pursuant to this  Agreement, the Depositor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the
Receivables.  The Depositor has not authorized the filing of and is not
aware of any financing statements against the Depositor that include a
description of collateral describing the Receivables other than any financing
statement relating to the security interest granted to the Issuer under this
Agreement.  The Depositor is not aware of any judgment or tax lien filings
against the Depositor.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        20

        
          

        

      

      
        
        

      

       

    

    (f) 
         The Contracts that constitute or evidence the
Receivables do not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Issuer,
except for such marks or notations indicating that they have been pledged,
assigned or otherwise conveyed (i) to the Depositor or the Indenture Trustee in
accordance with the Basic Documents, (ii) pursuant to the [__________] or (iii)
to HCA in accordance with Dealer Agreements.  All financing statements
filed or to be filed against the Depositor in favor of the Issuer in connection
with this Agreement describing the Receivables contain a statement to the
following effect:  “A purchase of or security interest in any collateral
described in this financing statement, except as provided in the Sale and
Servicing Agreement, will violate the rights of the Issuer.”

     

    Section
3.03  Repurchase
upon Breach.  Upon discovery by any party hereto of a breach of any
of the representations and warranties set forth in part (b) of Exhibit A at the time
such representations and warranties were made which materially and adversely
affects the interests of the Issuer or the Noteholders, the party discovering
such breach shall give prompt written notice thereof to the other parties
hereto; provided that
the failure to give such notice shall not affect any obligation of the Seller
hereunder.  If the Seller does not correct or cure such breach prior to the
end of the Collection Period which includes the 60th day (or, if the Seller
elects, an earlier date) after the date that the Seller became aware or was
notified of such breach, then the Seller shall purchase any Receivable
materially and adversely affected by such breach from the Issuer on the Payment
Date following the end of such Collection Period.  Any such purchase by the
Seller shall be at a price equal to the Purchased Amount.  In consideration
for such repurchase, the Seller shall make (or shall cause to be made) a payment
to the Issuer equal to the Purchased Amount by depositing such amount into the
Collection Account in accordance with Section 5.04 on such
Payment Date.  Upon payment of such Purchased Amount by the Seller, the
Issuer and the Indenture Trustee shall release and shall execute and deliver
such instruments of release, transfer or assignment, in each case without
recourse or representation, as shall be reasonably necessary to vest in the
Seller or its designee any Receivable repurchased pursuant hereto.  It is
understood and agreed that the right to cause the Seller to purchase (or to
enforce the obligations of Seller under the Receivables Purchase Agreement to
purchase) any Receivable as described above shall constitute the sole remedy
respecting such breach available to the Issuer, the Noteholders, the Owner
Trustee, the Certificateholders and the Indenture Trustee.  Neither the
Owner Trustee nor the Indenture Trustee will have any duty to conduct an
affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Receivable pursuant to this Section
3.03.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        21

        
          

        

      

      
        
        

      

       

    

    ARTICLE
IV.

     

    ADMINISTRATION
AND SERVICING OF RECEIVABLES

     

    Section
4.01  Duties of
Servicer.  The Servicer, for the benefit of the Issuer and the
Indenture Trustee, shall manage, service, administer and make collections on the
Receivables and perform the other actions required of the Servicer under this
Agreement.  The Servicer shall service the Receivables in accordance with
its customary servicing practices, using the degree of skill and attention that
the Servicer exercises with respect to all other comparable motor vehicle
receivables that it services for itself and others.  The Servicer’s duties
shall include the collection and posting of all payments, responding to
inquiries of Obligors, investigating delinquencies, sending payment statements
to Obligors, reporting any required tax information to Obligors, monitoring the
Collateral, accounting for collections, furnishing monthly and annual statements
to the Owner Trustee and the Indenture Trustee with respect to distributions and
performing the other duties specified herein.  The Servicer also shall
administer and enforce all rights of the holder of the Receivables under the
Receivables and the Dealer Agreements to the extent and in a manner consistent
with its customary practices.  To the extent consistent with the standards,
policies and procedures otherwise required hereby and the Credit and Collection
Policy, the Servicer shall follow its customary standards, policies and
procedures and shall have full power and authority, acting alone, to do any and
all things in connection with the managing, servicing, administration and
collection of the Receivables that it may deem necessary or desirable. 
Without limiting the generality of the foregoing and subject to Section 4.02,
the Servicer is hereby authorized and empowered to execute and deliver, on
behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the
Certificateholders and the Noteholders, or any of them, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, and
all other comparable instruments with respect to the Receivables and with
respect to the Financed Vehicles.  The Servicer is not required under the
Basic Documents to make any disbursements via wire transfer or otherwise on
behalf of an Obligor.  There are no requirements under the Receivable or
the Basic Documents for funds to be, and no funds shall be, held in trust for an
Obligor.  No payments or disbursements shall be made by the Servicer on
behalf of an Obligor.  The Servicer is hereby authorized to commence, in
its own name or in the name of the Issuer, the Indenture Trustee, the Owner
Trustee, the Certificateholders or the Noteholders, a legal proceeding to
enforce a Receivable pursuant to Section 4.03 or to commence or participate in
any other legal proceeding (including a bankruptcy proceeding) relating to or
involving a Receivable, an Obligor or a Financed Vehicle.  If the Servicer
commences or participates in any such legal proceeding in its own name, the
Indenture Trustee or the Issuer shall thereupon be deemed to have automatically
assigned the applicable Receivable to the Servicer solely for purposes of
commencing or participating in such proceeding as a party or claimant, and the
Servicer is authorized and empowered by the Indenture Trustee or the Issuer to
execute and deliver in the Indenture Trustee’s or the Issuer’s name any notices,
demands, claims, complaints, responses, affidavits or other documents or
instruments in connection with any such proceeding.  If in any enforcement
suit or legal proceeding it shall be held that the Servicer may not enforce a
Receivable on the ground that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the Owner Trustee shall, at the
Servicer’s expense and direction, take steps to enforce such Receivable,
including bringing suit in its name or the name of the Issuer, the Indenture
Trustee, the Certificateholders or the Noteholders.  The Owner Trustee and
the Indenture Trustee shall upon the written request of the Servicer furnish the
Servicer with any powers of attorney and other documents reasonably necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder.

     

    Section
4.02  Collection
of Receivable Payments; Modifications of Receivables.

     

    (a) 
         Consistent with the standards, policies and
procedures required by this Agreement, the Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Receivables as and when the same shall become due, and shall follow such
collection procedures as it follows with respect to all comparable motor vehicle
receivables that it services for itself or others.  The Servicer is
authorized in its discretion to waive any prepayment charge, late payment charge
or any other similar fees that may be collected in the ordinary course of
servicing any Receivable.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        22

        
          

        

      

      
        
        

      

       

    

    (b) 
         Subject to Section 4.06, the
Servicer may grant extensions, rebates, deferrals, amendments, modifications or
adjustments on a Receivable in accordance with its customary servicing
practices; provided,
however, that if the Servicer (i) extends the date for final payment by
the Obligor of any Receivable beyond the last day of the Collection Period prior
to the Class D Maturity Date or (ii) reduces the APR or unpaid principal balance
with respect to any Receivable other than as required by applicable law, it will
promptly purchase such Receivable in the manner provided in Section
4.07.

     

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

     

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

     

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

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
        23

        
          

        

      

      
        
        

      

       

    

    Section
4.03  Realization
upon Receivables.  Consistent with the standards, policies and
procedures required by this Agreement and the Credit and Collection Policy, the
Servicer shall use reasonable efforts to repossess or otherwise convert the
ownership of and liquidate any Financed Vehicle securing a Receivable with
respect to which the Servicer shall have determined that eventual payment in
full is unlikely; provided, however, that the
Servicer may elect not to repossess a Financed Vehicle if in its good faith
judgment it determines that the proceeds ultimately recoverable with respect to
such Receivable would not be greater than the expense of such
repossession.  In repossessing or otherwise converting the ownership of a
Financed Vehicle and liquidating a Receivable, the Servicer is authorized to
follow such customary practices and procedures as it shall deem necessary or
advisable, consistent with the standard of care required by Section 4.01, which
practices and procedures may include reasonable efforts to realize upon any
recourse to Dealers, the sale of the related Financed Vehicle at public or
private sale, the submission of claims under an insurance policy and other
actions by the Servicer in order to realize upon a Receivable; provided, however, that in any
case in which the Financed Vehicle shall have suffered damage, the Servicer
shall not expend funds in connection with any repair or towards the repossession
of such Financed Vehicle unless it shall determine in its reasonable judgment
that such repair or repossession shall increase the related Liquidation Proceeds
by an amount materially greater than the expense for such repair or
repossession.  The Servicer shall be entitled to recover all reasonable
expenses incurred by it in the course of repossessing and liquidating a Financed
Vehicle into cash proceeds, but only out of the cash proceeds of the sale of
such Financed Vehicle, any deficiency obtained from the related Obligor or any
amounts received from recourse to the related Dealer.

     

    Section
4.04  Target
Overcollateralization Amount and Reserve Account Required Amount. 
From time to time after the date hereof, the Servicer may notify each Rating
Agency that it wishes to apply a formula for determining the Target
Overcollateralization Amount or the Reserve Account Required Amount that is
different from the formula described in the related definition, or change the
manner by which the Reserve Account is funded. If the Servicer provides such
notice in writing to each Rating Agency and the Rating Agency Condition is
satisfied with respect to the application of such formula or change and the
Servicer delivers an Officer’s Certificate to the Indenture Trustee to the
effect that the Issuer has not received written notice from any Rating Agency
that the application of such formula or such change will result in a reduction,
withdrawal or down-grade of the then-current rating of each class of Notes (upon
receipt of which Officer’s Certificate the Indenture Trustee shall have no
obligation to verify the content thereof and no liability as a result of its
reliance thereon), then the Target Overcollateralization Amount or the Reserve
Account Required Amount, as applicable, will be determined in accordance with
the new formula or, if applicable, the manner in which the Reserve Account is
funded will change accordingly.

     

    Section
4.05  Maintenance
of Security Interests in Financed Vehicles.  The Servicer shall, in
accordance with its customary servicing procedures, take such steps as are
necessary to maintain perfection of the security interest created by each
Receivable in the related Financed Vehicle.  The provisions set forth in
this Section are the sole requirements under the Basic Documents with respect to
the maintenance of collateral or security on the Receivables.  It is
understood that the Financed Vehicles are the collateral and security for the
Receivables, but that the certificate of title with respect to a Financed
Vehicle does not constitute collateral and merely evidences such security
interest.  The Servicer is hereby authorized to take such steps as are
necessary to re-perfect such security interest on behalf of the Issuer and the
Indenture Trustee in the event of the relocation of a Financed Vehicle, or for
any other reason.  In the event that the assignment of a Receivable to the
Issuer is insufficient, without a notation on the related Financed Vehicle’s
certificate of title, or without fulfilling any additional administrative
requirements under the laws of the state in which such Financed Vehicle is
located, to perfect a security interest in the related Financed Vehicle in favor
of the Issuer, the Servicer hereby agrees that the designation of HCA as the
secured party on the certificate of title is in its capacity as agent of the
Issuer.

     

    
      
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    Section
4.06  Covenants
of Servicer.  By its execution and delivery of this Agreement, the
Servicer hereby covenants as follows (upon which covenants the Issuer, the
Indenture Trustee and the Owner Trustee rely in accepting the Receivables and
delivering the applicable Securities):

     

    (a) 
         Liens in Force. 
The Servicer will not release the Financed Vehicle securing any Receivable from
the security interest granted by such Receivable in whole or in part except (i)
in the event of payment in full by or on behalf of the Obligor thereunder or
payment in full less a deficiency which the Servicer would not attempt to
collect in accordance with its customary servicing practices, (ii) in connection
with repossession and sale of the Financed Vehicle or (iii) as may be required
by an insurer in order to receive proceeds from any Insurance Policy covering
such Financed Vehicle;

     

    (b) 
         No Impairment. 
The Servicer shall do nothing to impair the rights of the Trust in the property
of the Trust;

     

    (c) 
         No Amendments. 
The Servicer shall (i) not extend the date for final payment by the Obligor of
any Receivable beyond the last day of the Collection Period prior to the Class D
Maturity Date; or (ii) reduce the APR or unpaid principal balance with respect
to any Receivable other than as required by applicable law.

     

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

     

    Section
4.07  Purchase of
Receivables Upon Breach.  Upon discovery by any party hereto of a
breach of any of the covenants set forth in Sections 4.02, 4.03, 4.05 or 4.06  which
materially and adversely affects the interests of the Issuer or the Noteholders,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto; provided that the failure to
give such notice shall not affect any obligation of the Servicer under this
Section 4.07.  If the Servicer does not correct or cure such breach prior
to the end of the Collection Period which includes the 60th day (or, if the
Servicer elects, an earlier date) after the date that the Servicer became aware
or was notified of such breach, then the Servicer shall purchase any Receivable
materially and adversely affected by such breach from the Issuer on the Payment
Date following the end of such Collection Period.  Any such purchase by the
Servicer shall be at a price equal to the Purchased Amount.  In
consideration for such repurchase, the Servicer shall make (or shall cause to be
made) a payment to the Issuer equal to the Purchased Amount by depositing such
amount into the Collection Account in accordance with Section 5.04 on such
Payment Date.  Upon payment of such Purchased Amount by the Servicer, the
Issuer and the Indenture Trustee shall release and shall execute and deliver
such instruments of release, transfer or assignment, in each case without
recourse or representation, as shall be reasonably necessary to vest in the
Servicer or its designee any Receivable repurchased pursuant hereto.  It is
understood and agreed that the obligation of the Servicer to purchase any
Receivable as described above shall constitute the sole remedy respecting such
breach available to the Issuer, the Owner Trustee, the Certificateholders, the
Noteholders and the Indenture Trustee.

     

    
      
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    Section
4.08  Servicing
Fee.  The Servicing Fee shall be payable to the Servicer on each
Payment Date.  The Servicing Fee shall be calculated on the basis of a
360-day year comprised of twelve 30-day months.  In addition, the Servicer
will be entitled to retain all late fees, extension fees, non-sufficient funds
charges and any and all other administrative fees and expenses or similar
charges allowed by applicable law with respect to any Receivable.  The
Servicer also will be entitled to receive investment earnings (net of investment
losses and expenses) on funds deposited in the Collection Account during each
Collection Period.  The Servicer shall be required to pay all expenses
incurred by it in connection with its activities under this Agreement (including
taxes imposed on the Servicer and expenses incurred in connection with
distributions and reports made by the Servicer to the Owner Trustee and the
Indenture Trustee).  The Servicer shall be required to pay all of the
Indenture Trustee’s fees, expenses, reimbursements and
indemnifications.

     

    Section
4.09  Servicer’s
Certificate.  The Servicer shall prepare and deliver to the Owner
Trustee, the Indenture Trustee, and the Depositor, with a copy to each Rating
Agency, on or before the second Business Day prior to each Payment Date a
Servicer’s Certificate containing all information necessary to make the
distributions to be made on the related Payment Date pursuant to Section 5.05
for the related Collection Period and such Servicer’s Certificate shall be
certified by a Responsible Officer of the Servicer to the effect that the
information provided is complete and no Servicer Termination Events have
occurred.  If any defaults have occurred, such Servicer’s Certificate will
provide an explanation of such Servicer Termination Events.  Receivables to
be purchased by the Servicer or to be repurchased by the Seller and each
Receivable that became a Liquidated Receivable shall be identified by the
Servicer by account number with respect to such Receivable (as specified in the
applicable Schedule of Receivables).  At the sole option of the Servicer,
each Servicer’s Certificate may be delivered in electronic or hard copy
format.  

     

    Section
4.10  Annual
Statement as to Compliance, Notice of Servicer Termination
Event.

     

    (a) 
         The Servicer shall deliver to the Owner
Trustee, the Indenture Trustee, and each Rating Agency, within 120 days after
the end of the Servicer’s fiscal year (or, in the case of the first such
certificate, not later than [            ],
20[   ]), an Officer’s Certificate signed by a Responsible Officer of
the Servicer, stating that (i) a review of the activities of the Servicer during
the preceding 12-month period (or such shorter period in the case of the first
such Officer’s Certificate) and of the performance of its obligations under this
Agreement has been made under such officer’s supervision and (ii) to such
officer’s knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement throughout such period or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.

     

    (b) 
         The Servicer shall deliver to the Owner
Trustee, the Indenture Trustee, and each Rating Agency, promptly after having
obtained knowledge thereof, written notice in an Officer’s Certificate of any
event that with the giving of notice or lapse of time or both would become a
Servicer Termination Event under Section 8.01.  Except to the extent set
forth in this Section 4.10(b) and Sections 4.09 and 8.04 of this Agreement and
Sections 3.07, 3.19 and 5.01 of the Indenture, the Basic Documents do not
require any policies or procedures to monitor any performance or other triggers
and events of default.

     

    
      
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    Section
4.11 Compliance with Regulation
AB.  The Servicer agrees to perform all duties and obligations
applicable to or required of the Issuer set forth in Appendix A attached hereto
and made a part hereof in all respects and makes the representations and
warranties therein applicable to it.

     

    Section
4.12  Access to
Certain Documentation and Information Regarding Receivables.  The
Servicer shall provide to representatives of the Owner Trustee, the Indenture
Trustee and the Certificateholders reasonable access to the documentation
regarding the Receivables and the related Trust property.  The Servicer
will provide such access to any Noteholder only in such cases where the Servicer
shall be required by applicable statutes or regulations to permit a Noteholder
to review such documentation.  In each case, access shall be afforded
without charge, but only upon reasonable request and during the normal business
hours at the offices of the Servicer.  Nothing in this Section shall affect
the obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors and the failure of the Servicer
to provide access to information as a result of such obligation shall not
constitute a breach of this Section.

     

    Section
4.13  Term of
Servicer.  The Servicer hereby covenants and agrees to act as
Servicer under, and for the term of, this Agreement, subject to the provisions
of Sections 7.03 and 7.06.

     

    Section
4.14  Annual
Independent Accountants’ Report.  For so long as the Issuer is
subject to the reporting requirements under the Exchange Act, the Servicer shall
cause a firm of independent certified public accountants, which may also render
other services to the Servicer or its Affiliates, to deliver to the Owner
Trustee, the Indenture Trustee, and each Rating Agency, within 120 days after
the end of each fiscal year (or, in the case of the first such report, not later
than [             ], 20[   ]), a
report addressed to the Board of Directors of the Servicer, the Owner Trustee,
and the Indenture Trustee, to the effect that such firm has audited the books
and records of the Servicer and issued its report thereon and that (a) such
audit was made in accordance with generally accepted auditing standards and
accordingly included such tests of the accounting records and such other
auditing procedures as such firm considered necessary in the circumstances and
(b) the firm is independent of the Depositor and the Servicer within the meaning
of the Code of Professional Ethics of the American Institute of Certified Public
Accountants. 

     

    Section
4.15  Reports to
the Commission.  The Servicer shall, or shall cause the Depositor
to, on behalf of the Issuer, execute and cause to be filed with the Commission
any periodic reports required to be filed with respect to the issuance of the
Notes under the provisions of the Securities Exchange Act and the rules and
regulations of the Commission thereunder.  The Depositor shall, at its
expense, cooperate in any reasonable request made by the Servicer in connection
with such filings.

     

    
      
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    Section
4.16  Compensation of Indenture
Trustee.  The Servicer will:

     

    (a) 
         pay the Indenture Trustee (and any separate
trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a
“Separate
Trustee”)) from time to time reasonable compensation for all services
rendered by the Indenture Trustee or Separate Trustee, as the case may be, under
the Indenture (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust);

     

    (b) 
         except as otherwise expressly provided in the
Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Indenture Trustee or Separate Trustee, as the case may be, in accordance
with any provision of the Indenture (including the reasonable compensation,
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith;

     

    (c) 
         indemnify the Indenture Trustee and any
Separate Trustee and their respective agents for, and hold them harmless
against, any losses, liability or expense incurred without negligence or bad
faith on their part, arising out of or in connection with the acceptance or
administration of the transactions contemplated by the Indenture and the other
Basic Documents, including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of their powers or duties under the Indenture;
and

     

    (d) 
         indemnify the Owner Trustee and its agents,
successors, assigns and servants in accordance with Section 8.02 of the Trust
Agreement to the extent that amounts thereunder have not been paid pursuant to
Section 5.05 of this Agreement.

     

    ARTICLE
V.

     

    DISTRIBUTIONS;
STATEMENTS TO SECURITYHOLDERS

     

    Section 5.01  Accounts.

     

    (a)                         (i) 
      On or prior to the Closing Date, the Servicer shall
establish, or cause to be established, an account with and in the name of the
Indenture Trustee (the “Collection Account”),
which shall be maintained as an Eligible Account and shall bear a designation
clearly indicating that the amounts deposited thereto are held for the benefit
of the Noteholders.

     

    (ii) 
         The Issuer, for the benefit of the
Noteholders, shall cause the Servicer to establish with and maintain in the name
of the Indenture Trustee an Eligible Account (including the subaccounts referred
to in clause (iv) below, the “Note Distribution
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders.

     

    (iii) 
The Issuer, for the benefit of the Noteholders, shall cause the Servicer to
establish with and maintain in the name of the Indenture Trustee an Eligible
Account (the “Reserve
Account”), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Noteholders.

     

    
      
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    (iv) 
The Issuer shall also cause to be established two administrative subaccounts
within the Note Distribution Account, which subaccounts shall be designated the
“Interest Distribution
Account” and the “Principal Distribution
Account”, respectively.  The Interest Distribution Account and the
Principal Distribution Account are established and maintained solely for
administrative purposes.

     

    (v) 
Funds on deposit in the Reserve Account, shall be invested by the Indenture
Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the
Servicer fails to select any Eligible Investment, such funds shall remain
uninvested.  All such Eligible Investments shall be held by the Indenture
Trustee for the benefit of the Noteholders and/or the Certificateholders, as
applicable.  Unless the Rating Agency Condition is satisfied with respect
to different investments, funds on deposit in the Reserve Account shall be
invested in Eligible Investments that will mature so that such funds will be
available on the next Payment Date.  Funds deposited in the Reserve
Account, upon the maturity of any Eligible Investments on a day which
immediately precedes a Payment Date, are not required to be invested
overnight.

     

    (vi) 
Funds on deposit in the Collection Account shall be invested by the Indenture
Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the
Servicer fails to select any Eligible Investments, such funds shall remain
uninvested.  All such Eligible Investments shall be held by the Indenture
Trustee for the benefit of the Noteholders and/or the Certificateholders, as
applicable.  Unless the Rating Agency Condition is satisfied with respect
to different investments, funds on deposit in the Collection Account shall be
invested in Eligible Investments that will mature so that such funds will be
available on the next Payment Date.  Investment earnings on funds deposited
in the Collection Account, net of losses and investment expenses, shall be
released to the Servicer on each Payment Date and shall be the property of the
Servicer.

     

    (b) 
         (i)         
 Except as otherwise provided herein, the Indenture Trustee shall possess
all right, title and interest in all funds received and all funds on deposit
from time to time in the Trust Accounts and in all proceeds thereof.  The
Trust Accounts shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders and the Certificateholders, as the
case may be.  If, at any time, a Trust Account ceases to be an Eligible
Account, the Indenture Trustee (or the Servicer on its behalf) shall within ten
(10) Business Days (or such longer period, not to exceed 15 calendar days, as to
which the Rating Agency Condition is satisfied) establish a new Trust Account as
an Eligible Account and shall transfer any cash or any investments from the
account that is no longer an Eligible Account to the Trust Account. 
Neither the Servicer nor the Indenture Trustee shall in any way be held liable
by reason of any insufficiency in any Trust Account resulting from any
investment loss in any Eligible Investment.

     

    
      
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    (ii) 
The Servicer shall have the power, revocable by the Indenture Trustee or by the
Owner Trustee with the consent of the Indenture Trustee, to instruct the
Indenture Trustee in writing to make withdrawals and payments from the Trust
Accounts and the Certificate Deposit Account for the purpose of withdrawing any
amounts deposited in error into such accounts.

     

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

     

    Section
5.02  Application
of Collections.  All payments received from or on behalf of an
Obligor during each Collection Period with respect to each Receivable (other
than a Purchased Receivable) shall be applied to interest and principal in
accordance with the Simple Interest Method.  The Servicer shall make all
deposits of Collections and other Available Amounts received into the Collection
Account on the second Business Day following receipt thereof.  However, so
long as the Monthly Remittance Condition is satisfied, the Servicer may retain
such amounts received during a Collection Period until one Business Day prior to
the related Payment Date.  The “Monthly Remittance
Condition” shall be deemed to be satisfied if (i) HCA or one of its
Affiliates is the Servicer, (ii) no Servicer Termination Event has occurred and
is continuing and (iii) HCA has a short-term debt rating of at least “Prime-1”
from Moody’s, “A-1” from Standard &
Poor’s and “F-1” from Fitch.  Notwithstanding the foregoing, the Servicer may remit
Collections to the Collection Account on any other alternate remittance schedule
(but not later than the Business Day prior to the related Payment Date) if the Rating Agency Condition
is satisfied with respect to such alternate remittance schedule. Pending deposit
into the Collection Account, Collections may be commingled and used by the
Servicer at its own risk and are not required to be segregated from its own
funds.

     

    Section
5.03  Property of
the Trust.  All payments and other proceeds of any type and from any
source on or with respect to the Receivables shall be the property of the Trust,
subject to the Lien of the Indenture and the rights of the Indenture Trustee
thereunder.

     

    Section
5.04  Purchased
Amounts.  The Servicer or the Seller shall deposit or cause to be
deposited in the Collection Account, on the Business Day preceding each Payment
Date, the aggregate Purchased Amount with respect to Purchased Receivables and
the Servicer shall deposit therein all amounts to be paid under Section
4.07.  Notice of this amount shall be provided in writing by the applicable
party to the Indenture Trustee.

     

    Section
5.05  Distributions.

     

    (a) 
         The Servicer shall calculate all amounts
required to be deposited pursuant to this Section and deliver a Servicer’s
Certificate on or before the second Business Day prior to each Payment Date
pursuant to Section 4.09.

     

    
      
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    (b) 
         On or before each Payment Date, except as
specified in Section 5.04(b) of the Indenture, the Servicer shall instruct the
Indenture Trustee in writing (based on the information contained in the
Servicer’s Certificate delivered on or before the second Business Day prior to
each Payment Date pursuant to Section 4.09) to make the following deposits and
distributions from Available Amounts on deposit in the Collection Account, and
to the extent of any Reserve Account Withdrawal Amount from amounts withdrawn
from the Reserve Account in the following order and priority:

     

    (i) 
to the Servicer, the Servicing Fee, including any unpaid Servicing Fees with
respect to one or more prior Collection Periods, and Advances not previously
reimbursed to the Servicer;

     

    (ii) 
to the Interest Distribution Account, (a) the aggregate amount of interest
accrued for the related Interest Period on each of the Class A Notes at their
respective interest rates on the principal outstanding as of the previous
Payment Date after giving effect to all payments of principal to the Class A
Noteholders on the preceding Payment Date; and (b) the excess, if any, of the
amount of interest payable to the Class A Noteholders on those prior Payment
Dates over the amounts actually paid to the Class A Noteholders on those prior
Payment Dates, plus interest on any such shortfall at their respective interest
rates to the extent permitted by law;

     

    (iii) 
to the Principal Distribution Account, the First Priority Principal Distribution
Amount, if any;

     

    (iv) 
to the Interest Distribution Account, (a) the aggregate amount of interest
accrued for the related Interest Period on each of the Class B Notes at the
Class B Rate on the principal outstanding as of the previous Payment Date after
giving effect to all payments of principal to the Class B Noteholders on the
preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Class B Noteholders on prior Payment Dates over the amounts
actually paid to the Class B Noteholders on those prior Payment Dates, plus
interest on any such shortfall at the Class B Rate to the extent permitted by
law;

     

    (v) 
to the Principal Distribution Account, the Second Priority Principal
Distribution Amount, if any;

     

    (vi) 
to the Interest Distribution Account, (a) the aggregate amount of interest
accrued for the related Interest Period on each of the Class C Notes at the
Class C Rate on the principal outstanding as of the previous Payment Date after
giving effect to all payments of principal to the Class C Noteholders on the
preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Class C Noteholders on prior Payment Dates over the amounts
actually paid to the Class C Noteholders on prior Payment Dates, plus interest
on any such shortfall at the Class C Rate to the extent permitted by
law;

     

    
      
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    (vii) 
to the Principal Distribution Account, the Third Priority Principal Distribution
Amount, if any;

     

    (viii) 
to the Interest Distribution Account, (a) the aggregate amount of interest
accrued for the related Interest Period on each of the Class D Notes at the
Class D Rate on the principal outstanding as of the previous Payment Date after
giving effect to all payments of principal to the Class D Noteholders on the
preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Class D Noteholders on prior Payment Dates over the amounts
actually paid to the Class D Noteholders on prior Payment Dates, plus interest
on any such shortfall at the Class D Rate to the extent permitted by
law;

     

    (ix) 
to the Principal Distribution Account, the Regular Principal Distribution
Amount;

     

    (x) 
to the Reserve Account, from Available Amounts remaining, the amount, if any,
necessary to cause the amount on deposit in that account to equal the Reserve
Account Required Amount;

     

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

     

    (xii) 
any Available Amounts remaining, if any, to the Owner Trustee or its agent, for
deposit into the Certificate Distribution Account (as defined in the Trust
Agreement) and subsequent distribution to the Certificateholder pursuant to
Section 5.01 of the Trust Agreement.

     

    Section
5.06  Reserve
Account.

     

    (a) 
         On or prior to the Closing Date, the Issuer
shall cause to be deposited an amount equal to the Reserve Account Deposit into
the Reserve Account from the net proceeds of the sale of the Notes.  The
Reserve Account shall be an asset of the Issuer.

     

    (b) 
         In the event that the Servicer’s Certificate
states that there is an Available Amounts Shortfall, then the Indenture Trustee
shall, upon written directions from the Servicer, withdraw the Reserve Account
Withdrawal Amount from the Reserve Account and deposit such Reserve Account
Withdrawal Amount into the Collection Account no later than 12:00 noon, New York
City time, on the Business Day prior to the related Payment Date.

     

    (c) 
         In the event that the amount on deposit in the
Reserve Account (after giving effect to all deposits thereto and withdrawals
therefrom on such Business Day on a Payment Date) is greater than the Reserve
Account Required Amount on any Payment Date, the Indenture Trustee shall
distribute, upon written directions from the Servicer, all such amounts to the
Certificateholder as per the monthly Servicer’s Certificate.  Upon any such
distribution to the Certificateholder, the Noteholders shall have no further
rights in, or claims to, such amounts.

     

    
      
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    (d) 
         In the event that on any Payment Date the
amount on deposit in the Reserve Account shall be less than the Reserve Account
Required Amount, the Available Amounts remaining after the payment of the
amounts set forth in Section 5.05(b)(i) through (ix), up to an amount equal to
such shortfall, shall be deposited by the Indenture Trustee, upon written
directions from the Servicer, to the Reserve Account on such Payment
Date.

     

    (e) 
         Subject to Section 9.01, amounts will continue
to be applied pursuant to Section 5.05 following the payment in full of the
Outstanding Amount of Notes until the Pool Balance is reduced to zero. 
Following the payment in full of the aggregate Outstanding Amount of the Notes
and the Certificates and of all other amounts owing or to be distributed
hereunder or under the Indenture or the Trust Agreement to the Noteholders and
the termination of the Trust, any amount then allocated to the Reserve Account
shall be distributed to the Depositor.

     

    Section
5.07  Statements
to Securityholders.  On or before the second Business Day prior to
each Payment Date, the Servicer shall provide to the Indenture Trustee (with a
copy to each Rating Agency) for the Indenture Trustee to make available to each
Noteholder of record as of the most recent Record Date and to the Owner Trustee
for the Owner Trustee to forward to each Certificateholder of record as of the
most recent Record Date a statement substantially in the form of Exhibit
B.

     

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

     

    The
Indenture Trustee may make any such statement which it is required to provide to
the Noteholders, including, without limitation, all information as may be
required to enable each Noteholder to prepare its respective federal and state
income tax returns (and, at its option, any additional files containing the same
information in an alternative format), via its internet web site 
(initially located at [__________]).  In connection with providing access
to the Indenture Trustee’s website, the Indenture Trustee may require
registration and the acceptance of certain terms and conditions.  The
Indenture Trustee shall have the right to change the way such statements are
distributed in order to make such distributions more convenient and/or more
accessible to the above parties and the Indenture Trustee shall provide timely
and adequate notification to the Noteholders regarding any such changes; provided, however, that the
Indenture Trustee will also mail copies of any such statements to any requesting
Noteholder who provides a written request.

     

    Section
5.08  Advances by
the Servicer.  By the close of business on the day required by
Section 5.01 hereof, the Servicer may, in its sole discretion, deposit into the
Collection Account, out of its own funds, an Advance; provided, however, that the
Servicer shall not make any Advances with respect to Defaulted
Receivables.  The Servicer shall not charge interest on amounts so
advanced.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
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    ARTICLE
VI.

     

    THE
DEPOSITOR

     

    Section
6.01  Representations of
Depositor.  The Depositor makes the following representations on
which the Issuer relies in accepting the Receivables and delivering the
Securities.  Such representations speak as of the execution and delivery of
this Agreement and as of the Closing Date and shall survive the sale, transfer
and assignment of the Receivables by the Depositor to the Issuer and the pledge
thereof to the Indenture Trustee pursuant to the Indenture.

     

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

     

    (b) 
         Due
Qualification.  The Depositor is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions where the failure to do so would materially
and adversely affect the Depositor’s ability to transfer the Receivables to the
Trust pursuant to this Agreement or the validity or enforceability of the
Receivables.

     

    (c) 
         Power and
Authority.  The Depositor has the corporate power and authority to
execute and deliver this Agreement and the other Basic Documents to which it is
a party and to carry out their respective terms; the Depositor has full power
and authority to sell and assign the property to be sold and assigned to and
deposited with the Issuer, and the Depositor shall have duly authorized such
sale and assignment to the Issuer by all necessary corporate action; and the
execution, delivery and performance of this Agreement and the other Basic
Documents to which the Depositor is a party have been and will be duly
authorized by the Depositor by all necessary corporate action.

     

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

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

        
        

      

      
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    (f) 
         No Proceedings. 
There are no proceedings or investigations pending or, to the Depositor’s
knowledge, threatened, against the Depositor before any court, regulatory body,
administrative agency or other tribunal or governmental instrumentality having
jurisdiction over the Depositor or its properties:  (i) asserting the
invalidity of this Agreement or any other Basic Document; (ii) seeking to
prevent the issuance of the Notes or the Certificates or the consummation of any
of the transactions contemplated by this Agreement or any other Basic Document;
(iii) seeking any determination or ruling that would  materially and
adversely affect the performance by the Depositor of its obligations under, or
the validity or enforceability of, this Agreement or any other Basic Document;
or (iv) seeking to adversely affect the federal income tax attributes of the
Trust, the Notes or the Certificates.

     

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

     

    Section
6.02  Corporate
Existence.  During the term of this Agreement, the Depositor will
keep in full force and effect its existence, rights and franchises under the
laws of the jurisdiction of its incorporation and will obtain and preserve its
qualification to do business in each jurisdiction in which the failure to be so
qualified would materially and adversely affect the validity and enforceability
of this Agreement, the Basic Documents, the proper administration of this
Agreement or the transactions contemplated hereby.  In addition, all
transactions and dealings between the Depositor and its Affiliates will be
conducted on an arm’s-length basis.

     

    Section
6.03  Liability
of Depositor.  

     

    (a)           The
Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Depositor under this Agreement (which
shall not include distributions on account of the Notes or the
Certificates).

     

    
      
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]-[ ] Sale and Servicing Agreement)

         


      

      
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    (b)           The
Issuer, the Servicer, the Indenture Trustee and the Owner Trustee, by entering
into or accepting this Agreement, acknowledge and agree that they have no right,
title or interest in or to the Other Assets of the Depositor.  To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, the Issuer, the Servicer, the Indenture Trustee or the Owner
Trustee either (i) asserts an interest or claim to, or benefit from, Other
Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or
from Other Assets, whether by operation of law, legal process, pursuant to
applicable provisions of insolvency laws or otherwise (including by virtue of
Section 1111(b) of the Bankruptcy Code or any successor provision having similar
effect under the Bankruptcy Code), then the Issuer, the Servicer, the Indenture
Trustee or the Owner Trustee further acknowledges and agrees that any such
interest, claim or benefit in or from Other Assets is and will be expressly
subordinated to the indefeasible payment in full, which, under the terms of the
relevant documents relating to the securitization or conveyance of such Other
Assets, are entitled to be paid from, entitled to the benefits of, or otherwise
secured by such Other Assets (whether or not any such entitlement or security
interest is legally perfected or otherwise entitled to a priority of
distributions or application under applicable law, including insolvency laws,
and whether or not asserted against the Depositor), including the payment of
post-petition interest on such other obligations and
liabilities.  This subordination agreement will be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code.  The Issuer, the Servicer, the Indenture Trustee and the Owner
Trustee each further acknowledges and agrees that no adequate remedy at law
exists for a breach of this Section 6.03(b) and
the terms of this Section 6.03(b) may
be enforced by an action for specific performance.  The provisions of
this Section
6.03(b) will be for the third party benefit of those entitled to rely
thereon and will survive the termination of this Agreement.

     

    Section
6.04  Merger
or Consolidation of, or Assumption of the Obligations of,
Depositor.  Any Person (a) into which the Depositor may be
merged or consolidated, (b) resulting from any merger, conversion, or
consolidation to which the Depositor is a party, (c) succeeding to the
business of the Depositor, or (d) more than 50% of the voting stock or voting
power and 50% or more of the economic equity of which is owned directly or
indirectly by any affiliate of HCA, which Person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Depositor
under this Agreement, will be the successor to the Depositor under this
Agreement without the execution or filing of any document or any further act on
the part of any of the parties to this Agreement.  Notwithstanding the
foregoing, if the Depositor enters into any of the foregoing transactions and is
not the surviving entity, (x) the Depositor shall deliver to the Indenture
Trustee an Officer’s Certificate and an Opinion of Counsel each stating that
such merger, conversion, consolidation or succession and such agreement of
assumption comply with this Section 6.04 and that
all conditions precedent, if any, provided for in this Agreement relating to
such transaction have been complied with and (y) the Depositor will deliver to
the Indenture Trustee an Opinion of Counsel either (A) stating that, in the
opinion of such counsel, all financing statements and continuation statements
and amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of the Issuer and the Indenture Trustee,
respectively, in the Receivables, and reciting the details of such filings, or
(B) stating that, in the opinion of such counsel, no such action is necessary to
preserve and protect such interest.  It shall be a condition precedent
to any of the foregoing transactions that (1) the Rating Agency Condition shall
be satisfied with respect to such merger, consolidation or succession shall not
result in a reduction, withdrawal or downgrade of the then-current rating of
each class of Notes and (2) the organizational documents of the surviving entity
shall contain bankruptcy remoteness protections that are not materially less
favorable to the Noteholders than those contained in the Certificate of
Incorporation and Bylaws of the Depositor.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
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    Section
6.05  Amendment of Depositor’s
Organizational Documents.  The Depositor shall not amend its
organizational documents except in accordance with the provisions
thereof.

     

    ARTICLE
VII.

     

    THE
SERVICER

     

    Section
7.01  Representations of
Servicer.  The Servicer makes the following representations
upon which the Issuer is deemed to have relied in acquiring the
Receivables.  Such representations speak as of the execution and
delivery of this Agreement and as of the Closing Date and shall survive the sale
of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee
pursuant to the Indenture.

     

    (a)           Organization and Good
Standing.  The Servicer is duly organized and validly existing
as a corporation in good standing under the laws of the State of its
incorporation, with the corporate power and authority to own its properties and
to conduct its business as such properties are currently owned and such business
is presently conducted, and had at all relevant times, and has, the corporate
power, authority and legal right to acquire, own, and service the
Receivables.

     

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

     

    (c)           Power and
Authority.  The Servicer has the power and authority to execute
and deliver this Agreement and the other Basic Documents to which it is a party
and to carry out their respective terms; and the execution, delivery and
performance of this Agreement and the other Basic Documents to which it is a
party have been duly authorized by the Servicer by all necessary corporate
action.

     

    (d)           Binding
Obligation.  This Agreement and the other Basic Documents to
which it is a party constitute legal, valid and binding obligations of the
Servicer, enforceable against the Servicer in accordance with their respective
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally and to general principles of equity whether applied
in a proceeding in equity or at law.

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
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    (f)           No
Proceedings.  There are no proceedings or investigations
pending or, to the Servicer’s knowledge, threatened, against the Servicer before
any court, regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Servicer or its
properties:  (i) asserting the invalidity of this Agreement or any of
the other Basic Documents; (ii) seeking to prevent the issuance of the
Securities or the consummation of any of the transactions contemplated by this
Agreement or any of the other Basic Documents; (iii) seeking any determination
or ruling that would materially and adversely affect the performance by the
Servicer of its obligations under, or the validity or enforceability of, this
Agreement or any of the other Basic Documents; or (iv) seeking to adversely
affect the federal income tax or other federal, state or local tax attributes of
the Securities.

     

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

     

    Section
7.02  Indemnities of
Servicer.  The Servicer shall be liable in accordance herewith
only to the extent of the obligations specifically undertaken by the Servicer
and the representations made by the Servicer under this Agreement:

     

    (a)           The
Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Securityholders and the Depositor and any of
the officers, directors, employees and agents of the Issuer, the Owner Trustee
and the Indenture Trustee from and against any and all costs, expenses, losses,
damages, claims and liabilities arising out of or resulting from the use,
ownership or operation by the Servicer or any Affiliate thereof of a Financed
Vehicle, excluding any losses incurred in connection with the sale of any
repossessed Financed Vehicles in compliance with the terms of this
Agreement.

     

    (b)           The
Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee and the Depositor and their respective officers,
directors, agents and employees, and the Securityholders, from and against any
taxes that may at any time be asserted against any of such parties with respect
to the transactions contemplated in this Agreement, including any sales, gross
receipts, tangible or intangible personal property, privilege or license taxes
(but not including any federal or other income taxes, including franchise taxes
asserted with respect to, and as of the date of, the transfer of the Receivables
to the Trust or the issuance and original sale of the Securities), and any costs
and expenses in defending against the same.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
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    (c)           The
Servicer shall indemnify, defend and hold harmless the Issuer, the Owner
Trustee, the Indenture Trustee, the Depositor, the Securityholders and any of
the officers, directors, employees or agents of the Issuer, the Owner Trustee
and the Indenture Trustee from and against any and all costs, expenses, losses,
claims, damages and liabilities to the extent that such cost, expense, loss,
claim, damage or liability arose out of, or was imposed upon any such Person
through, the negligence, misfeasance or bad faith of the Servicer in the
performance of its duties or by failure to perform its obligations under this
Agreement or by reason of reckless disregard of its obligations and duties under
this Agreement.

     

    (d)           The
Servicer shall compensate and indemnify the Indenture Trustee to the extent
provided in Section 6.07 of the Indenture.

     

    For
purposes of this Section, in the event of the termination of the rights and
obligations of HCA (or any successor thereto pursuant to Section 7.03) as
Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant
to this Agreement, such Servicer shall be deemed to be the Servicer pending
appointment of a successor Servicer (other than the Indenture Trustee) pursuant
to Section 8.03.

     

    Indemnification
under this Section shall survive the resignation or removal of the Servicer or
the termination of this Agreement, and shall include reasonable fees and
expenses of counsel and reasonable expenses of litigation.  If the
Servicer shall have made any indemnity payments pursuant to this Section and the
Person to or on behalf of whom such payments are made thereafter collects any of
such amounts from others, such Person shall promptly repay such amounts to the
Servicer, without interest.  The Servicer shall pay all amounts due,
pursuant to this Section, with respect to the Indenture Trustee and Owner
Trustee as set forth in Section 5.05(b)(xi).

     

    Section
7.03  Merger
or Consolidation of, or Assumption of the Obligations of,
Servicer.  The Servicer shall not merge or consolidate with any
other Person, convey, transfer or lease substantially all its assets as an
entirety to another Person, or permit any other Person to become the successor
to the Servicer’s business unless, after such merger, consolidation, conveyance,
transfer, lease or succession, the successor or surviving entity shall be
capable of fulfilling the duties of the Servicer contained in this
Agreement.  Any Person (a) into which the Servicer may be merged
or consolidated, (b) resulting from any merger or consolidation to which the
Servicer shall be a party, (c) that acquires by conveyance, transfer or lease
substantially all of the assets of the Servicer or (d) succeeding to the
business of the Servicer, which Person shall execute an agreement of assumption
to perform every obligation of the Servicer under this Agreement, shall be the
successor to the Servicer under this Agreement without the execution or filing
of any paper or any further act on the part of any of the parties to this
Agreement.  The Servicer shall provide notice of any merger,
consolidation or succession pursuant to this Section 7.03 to the Owner Trustee,
the Indenture Trustee and each Rating Agency.  Notwithstanding the
foregoing, the Servicer shall not merge or consolidate with any other Person or
permit any other Person to become a successor to the Servicer’s business unless
(a) immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 7.01 shall have been breached (for purposes
hereof, such representations and warranties shall speak as of the date of the
consummation of such transaction) and no event that, after notice or lapse of
time or both, would become a Servicer Termination Event shall have occurred, (b)
the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee
an Officer’s Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with
this Section 7.03 and that all conditions precedent provided for in this
Agreement relating to such transaction have been complied with and (c) the
Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an
Opinion of Counsel stating that either (i) all financing statements and
continuation statements and amendments thereto have been executed and filed that
are necessary to preserve and protect the interest of the Trust and the
Indenture Trustee, respectively, in the assets of the Trust and reciting the
details of such filings or (ii) no such action shall be necessary to preserve
and protect such interest.

     

    
      
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]-[ ] Sale and Servicing Agreement)

         


      

      
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    Section
7.04  Limitation on Liability of
Servicer and Others.  None of the Servicer or any of its
directors, officers, employees or agents shall be under any liability to the
Issuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders
or the Certificateholders, except as provided in this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this
Agreement; provided, however, that this
provision shall not protect the Servicer or any such Person against any
liability that would otherwise be imposed by reason of a breach of this
Agreement or willful misfeasance or bad faith in the performance of
duties.  The Servicer and any director, officer, employee or agent of
the Servicer may conclusively rely in good faith on the written advice of
counsel or on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising under this
Agreement.

     

    Section
7.05  Delegation of
Duties.  The Servicer may, at any time without notice or
consent, delegate (a) any or all of its duties (including, without limitation,
its duties as custodian) under the Basic Documents to any of its Affiliates or
(b) specific duties to sub-contractors who are in the business of performing
such duties; provided,
however, that Servicer
shall give the Rating Agencies then rating the Notes at least 10 Business Days’
written notice prior to any delegation that the Servicer reasonably believes to
be of a material aspect of the Servicer’s servicing duties.  The fees
and expenses of any subservicer shall be as agreed between the Servicer and such
subservicer from time to time, and none of the Owner Trustee, the Indenture
Trustee, the Issuer or the Securityholders shall have any responsibility
thereof.  For any servicing activities delegated to third parties in
accordance with this Section 7.05, the Servicer shall follow such policies and
procedures to monitor the performance of such third parties and compliance with
such servicing activities as the Servicer follows with respect to comparable
motor vehicle receivables serviced by the Servicer for its own
account.

     

    Section
7.06  Servicer Not to
Resign.

     

    (a)           Subject
to the provisions of Section 7.03, the Servicer shall not resign from the
obligations and duties imposed on it by this Agreement as Servicer except upon a
determination that the performance of its duties under this Agreement shall no
longer be permissible under applicable law.

     

    
      
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    (b)           Notice
of any determination that the performance by the Servicer of its duties
hereunder is no longer permitted under applicable law shall be communicated to
the Owner Trustee and the Indenture Trustee at the earliest practicable time
(and, if such communication is not in writing, shall be confirmed in writing at
the earliest practicable time) and any such determination shall be evidenced by
an Opinion of Counsel to such effect delivered by the Servicer to the Owner
Trustee and the Indenture Trustee concurrently with or promptly after such
notice.  No resignation of the Servicer shall become effective until a
successor shall have assumed the responsibilities and obligations of the
Servicer in accordance with Section 8.03.  If no successor Servicer
has been appointed within 30 days of resignation or removal, the Servicer, as
the case may be, may petition any court of competent jurisdiction for such
appointment.

     

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

     

    ARTICLE
VIII.

     

    DEFAULT

     

    Section
8.01  Servicer Termination
Events.  For purposes of this Agreement, the occurrence and
continuance of any of the following shall constitute a “Servicer Termination
Event”:

     

    (a)           Any
failure by the Servicer to deposit into any Account any proceeds or payment
required to be so delivered or to direct the Indenture Trustee to make the
required payment from any Account under the terms of this Agreement that
continues unremedied for a period of five Business days after written notice is
received by the Servicer or after discovery of such failure by a Responsible
Officer of the Servicer;

     

    (b)           Failure
on the part of the Servicer duly to observe or perform, in any material respect,
any covenants or agreements of the Servicer set forth in this Agreement, which
failure (i) materially and adversely affects the rights of the Securityholders
and (ii) continues unremedied for a period of 60 days after discovery of such
failure by a Responsible Officer of the Servicer or after the date on which
written notice of such failure requiring the same to be remedied shall have been
given to the Servicer by any of the Owner Trustee, the Indenture Trustee or
Noteholders evidencing not less than 50% of the Outstanding Amounts of the
Controlling Class of Notes; or

     

    (c)           The
occurrence of an Insolvency Event with respect to the Servicer.

     

    provided, however,
that a delay or failure of performance referred to under clauses (a) above for a
period of 10 days or clause (b) above for a period of 30 days will not
constitute a Servicer Termination Event if such delay or failure was caused by
force majeure or other similar occurrence.

     

    
      
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    Section
8.02  Consequences of a Servicer
Termination Event.  If a Servicer Termination Event shall
occur, the Indenture Trustee or Noteholders evidencing more than 50% of the
voting interests of the Controlling Class may, by notice given in writing to the
Servicer (and to the Indenture Trustee, the Owner Trustee and the Depositor if
given by such Noteholders), terminate all of the rights and obligations of the
Servicer under this Agreement.  On or after the receipt by the
Servicer of such written notice, all authority, power, obligations and
responsibilities of the Servicer under this Agreement automatically shall pass
to, be vested in and become obligations and responsibilities of the successor
Servicer; provided, however, that the
successor Servicer shall have no liability with respect to any obligation that
was required to be performed by the terminated Servicer prior to the date that
the successor Servicer becomes the Servicer or any claim of a third party based
on any alleged action or inaction of the terminated Servicer.  The
successor Servicer is authorized and empowered by this Agreement to execute and
deliver, on behalf of the terminated Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments and to do or accomplish all other
acts or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents to show the Indenture Trustee (or the Owner Trustee if the
Notes have been paid in full) as lienholder or secured party on the related
certificates of title of the Financed Vehicles or otherwise.  The
terminated Servicer agrees to cooperate with the successor Servicer in effecting
the termination of the responsibilities and rights of the terminated Servicer
under this Agreement, including the transfer to the successor Servicer for
administration by it of all money and property held by the Servicer with respect
to the Receivables and other records relating to the Receivables, including any
portion of the Receivables File held by the Servicer and a computer tape in
readable form as of the most recent Business Day containing all information
necessary to enable the successor Servicer to service the
Receivables.  The terminated Servicer shall also provide the successor
Servicer access to Servicer personnel and computer records in order to
facilitate the orderly and efficient transfer of servicing duties.

     

    Section
8.03  Appointment of Successor
Servicer.

     

    (a)           On
and after the time the Servicer receives a notice of termination pursuant to
Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06,
the Indenture Trustee or the Noteholders evidencing more than 50% of the voting
interests of the Controlling Class shall appoint a successor Servicer which
shall be the successor in all respects to the Servicer in its capacity as
Servicer under this Agreement and shall be subject to all the rights,
responsibilities, restrictions, duties, liabilities and termination provisions
relating to the Servicer under this Agreement, except as otherwise stated
herein.  The Depositor, the Owner Trustee, the Indenture Trustee and
such successor Servicer shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.  In the event
that the Indenture Trustee and the Noteholders are unable to appoint a successor
within thirty (30) days of the date of the related notice of termination, the
Indenture Trustee may petition a court of competent jurisdiction to appoint a
successor Servicer.  If a successor Servicer is acting as Servicer
hereunder, it shall be subject to termination under Section 8.02 upon the
occurrence of any Servicer Termination Event after its appointment as successor
Servicer.  The original Servicer shall pay any and all fees and
expenses incurred as a result of a transfer of servicing.

     

    (b)           The
Noteholders evidencing more than 50% of the voting interests of the Controlling
Class shall have no liability to the Owner Trustee, the Indenture Trustee, the
Servicer, the Depositor, any Noteholders, any Certificateholders or any other
Person if it exercises its right to appoint a successor to the
Servicer.  Pending appointment pursuant to the preceding paragraph,
the outgoing Servicer shall continue to act as Servicer until a successor has
been appointed and accepted such appointment.

     

    
      
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    (c)           Upon
appointment, the successor Servicer shall be the successor in all respects to
the predecessor Servicer and shall be subject to all the responsibilities,
duties and liabilities arising thereafter relating thereto placed on the
predecessor Servicer, and shall be entitled to the Servicing Fee and all the
rights granted to the predecessor Servicer by the terms and provisions of this
Agreement.

     

    Section
8.04  Notification to
Securityholders.  Upon any termination of, or appointment of a
successor to, the Servicer pursuant to this Article VIII, the Administrator
shall give prompt written notice thereof to the Certificateholders, and the
Indenture Trustee shall give prompt written notice thereof to the Noteholders
and each Rating Agency.

     

    Section
8.05  Waiver
of Past Defaults. The Noteholders evidencing more than 50% of the voting
interests of the Controlling Class may, on behalf of all Securityholders, waive
in writing any default by the Servicer in the performance of its obligations
hereunder and its consequences, except a default in making any required deposits
to or payments from any of the Trust Accounts in accordance with this
Agreement.  Upon any such waiver of a past default, such default shall
cease to exist, and any Servicer Termination Event arising therefrom shall be
deemed to have been remedied for every purpose of this Agreement.  No
such waiver shall extend to any subsequent or other default or impair any right
consequent thereto.

     

    ARTICLE
IX.

     

    TERMINATION

     

    Section
9.01  Optional Purchase of All
Receivables.

     

    (a)           On
each Payment Date as of which the Pool Balance is equal to or less than 5% of
the Initial Pool Balance, the Servicer shall have the option to purchase the
Receivables.  To exercise such option, the Servicer shall deposit to
the Collection Account pursuant to Section 5.04 an amount equal to the aggregate
Purchased Amount for the Receivables and shall succeed to all interests in and
to the Receivables.  The exercise of such option shall effect a
redemption, in whole but not in part, of all outstanding Notes.

     

    (b)           As
described in Article 9 of the Trust Agreement, notice of any termination of the
Trust shall be given by the Servicer to the Owner Trustee and the Indenture
Trustee as soon as practicable after the Servicer has received notice
thereof.

     

    (c)           Following
the satisfaction and discharge of the Indenture and the payment in full of the
principal of and interest on the Notes, the Certificateholders will succeed to
the rights of the Noteholders hereunder and the Trust will succeed to the rights
of, and assume the obligations to make payments to Certificateholders of, the
Indenture Trustee pursuant to this Agreement.

     

    
      
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    ARTICLE
X.

     

    MISCELLANEOUS

     

    Section
10.01  Amendment.

     

    (a)           This
Agreement may be amended by the Depositor and the Servicer, but without the
consent of the Indenture Trustee, the Owner Trustee, any of the Noteholders or
the Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement, or for the purpose of correcting any inconsistency
with the Prospectus dated [_____], 20[__] or the Prospectus Supplement 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;
provided, however, that such
action shall not materially and adversely affect the interests of any Noteholder
or Certificateholder, and the Rating Agency Condition shall be satisfied with
respect to such action.

     

    (b)           This
Agreement may also be amended from time to time by the Depositor, the Servicer
and the Issuer, with the prior written consent of the Indenture Trustee and
Noteholders holding not less than a majority of the Outstanding Amount of the
Notes, for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Securityholders; provided, however, that no such
amendment shall (i) reduce the interest rate or principal amount of any
Note or delay the Stated Maturity Date of any Note without the consent of the
Holder of such Note or (ii) reduce the aforesaid percentage of the
Outstanding Amount of the Notes, the Securityholders of which are required to
consent to any such amendment, without the consent of the Noteholders holding
all Outstanding Notes and Certificateholders holding all outstanding
Certificates.

     

    Promptly
after the execution of any amendment or consent, the Administrator shall furnish
written notification of the substance of such amendment or consent to each
Securityholder, the Indenture Trustee and each Rating Agency.

     

    It shall
not be necessary for the consent of Securityholders pursuant to this Section to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof.

     

    Prior to
the execution of any amendment to this Agreement, the Owner Trustee, on behalf
of the Issuer, and the Indenture Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and the Opinion of Counsel referred to
in Section 10.02(i)(A).  The Owner Trustee, on behalf of the Issuer,
and the Indenture Trustee may, but shall not be obligated to, enter into any
such amendment that affects the Owner Trustee’s or the Indenture Trustee’s, as
applicable, own rights, duties or immunities under this Agreement or
otherwise.

     

    
      
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    Section
10.02  Protection of Title to
Trust.

     

    (a)           The
Servicer shall file such financing statements and cause to be filed such
continuation statements, all in such a manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of the
Issuer and the Indenture Trustee in the Receivables and the proceeds
thereof.  The Servicer shall deliver or cause to be delivered to the
Owner Trustee and the Indenture Trustee file-stamped copies of, or filing
receipts for, any document filed as provided above as soon as available
following such filing.

     

    (b)           Neither
the Depositor nor the Servicer shall change its name, identity or corporate
structure in any manner that would, could or might make any financing statement
or continuation statement filed in accordance with paragraph (a) above
insufficient within the meaning of Section 9-503 of the UCC, unless it
shall have given the Owner Trustee and the Indenture Trustee at least five days’
prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation
statements.

     

    (c)           The
Servicer shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of
America.

     

    (d)           The
Servicer shall maintain accounts and records as to each Receivable accurately
and in sufficient detail to permit (i) the reader thereof to know at any time
the status of each such Receivable, including payments and recoveries made and
payments owing (and the nature of each) and (ii) reconciliation between payments
or recoveries on or with respect to each such Receivable and the amounts from
time to time deposited in the Collection Account in respect of each such
Receivable.

     

    (e)           The
Servicer shall maintain its computer systems so that, from and after the time of
sale under this Agreement of the Receivables, the Servicer’s master computer
records (including any backup archives) that refer to a Receivable shall
indicate clearly the interest of the Issuer in such Receivable and that such
Receivable is owned by the Issuer and has been pledged to the Indenture
Trustee.  Indication of the Issuer’s interest in a Receivable shall be
deleted from or modified on the Servicer’s computer systems when, and only when,
the related Receivable shall have been paid in full or repurchased.

     

    (f)           If
at any time the Depositor or the Servicer shall propose to sell, grant a
security interest in or otherwise transfer any interest in motor vehicle
receivables to any prospective purchaser, lender or other transferee, the
Servicer shall give to such prospective purchaser, lender or other transferee
computer tapes, records or printouts (including any restored from backup
archives) that, if they shall refer in any manner whatsoever to any Receivable,
shall indicate clearly that such Receivable has been sold and is owned by the
Issuer and has been pledged to the Indenture Trustee.

     

    (g)           The
Servicer shall permit the Indenture Trustee and its agents upon reasonable
notice and at any time during normal business hours to inspect, audit and make
copies of and abstracts from the Servicer’s records regarding any
Receivable.

     

    
      
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    (h)           Upon
request, the Servicer shall furnish to the Owner Trustee or the Indenture
Trustee, within fifteen Business Days, a list of all Receivables (by contract
number and name of Obligor) then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receivables and to each of the
Servicer’s Certificates furnished prior to such request indicating removal of
Receivables from the Trust.

     

    (i)       
    Upon request, the Servicer shall deliver to the Owner
Trustee and the Indenture Trustee:

     

    (i)           promptly
after the execution and delivery of this Agreement and each amendment hereto, an
Opinion of Counsel stating that, in the opinion of such counsel, either (A) all
financing statements and continuation statements have been filed that are
necessary to fully preserve and protect the interest of the Trust and the
Indenture Trustee in the Receivables, and reciting the details of such filings
or referring to prior Opinions of Counsel in which such details are given, or
(B) no such action shall be necessary to preserve and protect such interest;
and

     

    (ii)          within
90 days after the beginning of each calendar year beginning with the first
calendar year beginning more than three months after the Cutoff Date, an Opinion
of Counsel, dated as of a date during such 90-day period, stating that, in the
opinion of such counsel, either (A) all financing statements and continuation
statements have been filed that are necessary to fully preserve and protect the
interest of the Trust and the Indenture Trustee in the Receivables, and reciting
the details of such filings or referring to prior Opinions of Counsel in which
such details are given, or (B) no such action shall be necessary to preserve and
protect such interest.

     

    (j)    
       Restrictions on
Liens.  The Servicer shall not (i) create, incur or suffer to
exist, or agree to create, incur or suffer to exist, or consent to or permit in
the future (upon the occurrence of a contingency or otherwise) the creation,
incurrence or existence of any Lien on or restriction on transferability of any
Receivable except for the Lien of the Indenture and the restrictions on
transferability imposed by this Agreement or (ii) file any UCC financing
statements in any jurisdiction that names HCA, the Servicer or the Depositor as
a debtor, and any Person other than the Depositor, the Indenture Trustee or the
Issuer as a secured party, or sign any security agreement authorizing any
secured party thereunder to file any such financing statement with respect to
the Receivables or the related property.

     

    Each
Opinion of Counsel referred to in clause (A) or (B) above shall specify any
action necessary (as of the date of such opinion) to be taken in the following
year to preserve and protect such interest.

     

    
      
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    Section
10.03  Notices.  All
demands, notices, communications and instructions upon or to the Depositor, the
Servicer, the Issuer, the Owner Trustee, the Indenture Trustee or any Rating
Agency under this Agreement shall be in writing, personally delivered, faxed and
followed by first class mail, or mailed by certified mail, return receipt
requested (or with respect to any Rating Agency, electronically delivered), and
shall be deemed to have been duly given upon receipt (a) in the case of the
Depositor, to 3161 Michelson Drive, Suite 1900, Irvine,
California  92612, Attention: Vice President and Secretary, with a
copy to General Counsel; (b) in the case of the Servicer and HCA, to 3161
Michelson Drive, Suite 1900, Irvine, California  92612,
Attention:  Vice President, Finance; (c)  in the case of the
Issuer or the Owner Trustee, at the Corporate Trust Office (as defined in the
Trust Agreement); (d) in the case of Moody’s, to Moody’s Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007,
Attention:  ABS Monitoring Department; (e) in the case of the
Indenture Trustee, at the Corporate Trust Office (as defined in the Indenture);
(f) in the case of Standard & Poor’s, via electronic delivery to
Servicer_reports@sandp.com or at the following address: 55 Water Street (40th
Floor), New York, New York 10041, Attention:  ABS Surveillance
Department; and (g) in the case of Fitch, to 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
10.04  Assignment by the Depositor
or the Servicer.  Notwithstanding anything to the contrary
contained herein, except as provided in Sections 6.04 and 7.03 herein and as
provided in the provisions of this Agreement concerning the resignation of the
Servicer, this Agreement may not be assigned by the Depositor or the
Servicer.

     

    Section
10.05  Limitations on Rights of
Others.  The provisions of this Agreement are solely for the
benefit of the Depositor, the Servicer, the Issuer, the Owner Trustee, the
Certificateholders, the Indenture Trustee and the Noteholders, and nothing in
this Agreement, whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Estate
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

     

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

     

    Section
10.07  Counterparts.  This
Agreement may be executed by the parties hereto in any number of counterparts,
each of which when so executed and delivered shall be an original, but all of
which shall together constitute but one and the same instrument. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this
Agreement.

     

    Section
10.08  Headings.  The
headings of the various Articles and Sections herein are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

     

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

     

    
      
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    Section
10.10  Assignment by
Issuer.  The Depositor hereby acknowledges and consents to any
mortgage, pledge, assignment and grant of a security interest by the Issuer to
the Indenture Trustee pursuant to the Indenture for the benefit of the
Noteholders of all right, title and interest of the Issuer in, to and under the
Receivables or the assignment of any or all of the Issuer’s rights and
obligations hereunder to the Indenture Trustee.

     

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

     

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

     

    (a)           Notwithstanding
anything contained herein to the contrary, this Agreement has been executed by
[                  ]
not in its individual capacity but solely in its capacity as Owner Trustee of
the Issuer and in no event shall
[                ]
in its individual capacity or, except as expressly provided in the Trust
Agreement, as Owner Trustee of the Issuer have any liability for the
representations, warranties, covenants, agreements or other obligations of the
Issuer hereunder or in any of the certificates, notices or agreements delivered
pursuant hereto, as to all of which recourse shall be had solely to the assets
of the Issuer in accordance with the priorities set forth herein.  For
all purposes of this Agreement, in the performance of its duties or obligations
hereunder or in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.

     

    (b)           Notwithstanding
anything contained herein to the contrary, this Agreement has been accepted by
[                      ],
not in its individual capacity but solely as Indenture Trustee, and in no event
shall
[                      ]
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer in accordance with the priorities set
forth herein.

     

    Section
10.13   Information to Be Provided
by the Indenture Trustee.

     

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

     

    
      
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    (b)           As
soon as available but no later than March 15 of each calendar year for so long
as the Issuer is filing reports under the Exchange Act, commencing in March 15,
2011, the Indenture Trustee shall:

     

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

     

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

     

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

     

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

     

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

     

    (c)           The
Indenture Trustee agrees to perform all duties and obligations applicable to or
required of the Indenture Trustee set forth in Appendix A attached hereto and
made a part hereof in all respects and makes the representations and warranties
therein applicable to it.

     

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

     

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

     

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

                  
	 
      	 
      	 
      
	 
      	
                    By:

                  	
                    [                          ],
      not in its individual capacity but solely as Owner
  Trustee

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    By:

                  	
                        

                  
	 
      	 
      	 
      	
                    Name:

                  
	 
      	 
      	 
      	
                    Title:

                  


          

        

      

    


    
      
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                HYUNDAI ABS FUNDING
      CORPORATION,

              
	 
      	
                as
      Depositor

              
	 
      	 
      
	 
      	
                By:

              	
                    

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

    
      
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                HYUNDAI CAPITAL
      AMERICA,

              
	 
      	
                as
      Servicer and Seller

              
	 
      	 
      
	 
      	
                By:

              	
                    

              
	 
      	
                    

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
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                [                                ],
      not in its individual capacity but solely as Indenture
    Trustee

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                    

              
	 
      	 
      	
                Name:

              
	 
      	 
      	
                Title:

              


      

    

     

    
      
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    EXHIBIT
A

     

    Representations and
Warranties of Hyundai Capital America

    Under Section 3.02 of the
Receivables Purchase Agreement

     

    Terms
used in this Exhibit A shall have the meanings assigned to them in the
Receivables Purchase Agreement, dated as of
[              ],
20[__] (the “Receivables Purchase
Agreement”), between Hyundai Capital America as Seller (the “Seller”) and Hyundai
ABS Funding Corporation as depositor (the “Depositor”).  Terms
not defined in the Receivables Purchase Agreement shall have the meanings
assigned to them in the Sale and Servicing Agreement.

     

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

     

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

     

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

     

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

     

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


    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-1

        
          

        

      

      
         


      

    

     

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

     

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

     

    (vii)  Chief Executive
Office.  The chief executive office of the Seller is located at
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 (i) UCC filings and (ii)
consents, licenses, approvals, registrations, authorizations or declarations
which, if not obtained or made, would not have a material adverse effect on the
enforceability or collectibility of the Receivables or would not materially and
adversely affect the ability of the Depositor to perform its obligations under
the Basic Documents.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-2

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-3

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-4

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-5

        
          

        

      

      
         


      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-6

        
          

        

      

      
         


      

    

     

    (xxi)  Certain Characteristics of
the Receivables.  As of the applicable Cutoff Date, (A) each
Receivable had an original maturity of not less than [__] 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].

     

    (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.

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-7

        
          

        

      

      
         


      

    

     

    (xxxi)  [Reserved].

     

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

     

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

     

    (xxxiv)  [Reserved].

     

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

     

    (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].

     

    
      
        (200[
]-[ ] Sale and Servicing Agreement)

         


      

      
        A-8

        
          

        

      

      
         


      

    

     

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

     

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

     

    (xlix)  [Reserved].

     

    (l)  [Reserved].

     

    (li)  [Reserved].

     

    (lii)  [Reserved].

     

    (liii)  [Reserved].

     

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

     

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

    

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          A-9

          
            

          

        

        
           


        

      


      EXHIBIT
B

       

      Form of Record Date
Statement


       

      
        
          
            
              
                	
                        Hyundai
      Auto Receivables Trust 20[__]-[_]

                      	 
      
	
                        Monthly
      Servicing Report

                      	 
      
	
                        Collection
      Period

                      	
                        [_____]

                      
	
                        Distribution
      Date

                      	
                        [_____]

                      
	
                        Transaction
      Month

                      	
                        [_____]

                      
	
                        30/360
      Days

                      	
                        [_____]

                      
	
                        Actual/360
      Days

                      	
                        [_____]

                      
	 
      
	
                        I.  ORIGINAL
      DEAL PARAMETERS

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Cutoff
      Date

                      	
                        [_____],
      20[__]

                      	 
      	 
      	 
      	 
      
	
                        Closing
      Date

                      	
                        [_____],
      20[__]

                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Dollars

                      	
                        Units

                      	
                        WAC

                      	
                        WAM

                      	 
      
	
                        Original
      Pool Balance:

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Dollar Amount

                      	
                        % of Pool

                      	
                        Spread

                      	
                        Note Rate

                      	
                        Final Payment Date

                      
	
                        Class
      A-1
      Notes              Fixed

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      A-2
      Notes              Fixed

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      A-3
      Notes              Fixed

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      A-4
      Notes              Fixed

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      B Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      C Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      D Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Total
      Securities Overcollateralization

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        YSOA

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Total
      Original Pool Balance

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        II.  POOL
      BALANCE AND PORTFOLIO INFORMATION

                      
	 
      	 
      	 
      	 
      
	 
      	
                        Beginning of Period

                      	
                        Ending of Period

                      	 
      
	 
      	
                        Balance

                      	
                        Pool Factor

                      	
                        Balance

                      	
                        Pool Factor

                      	
                        Change

                      
	
                        Class
      A-1 Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      A-2 Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      A-3 Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      A-4 Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      B Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      C Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Class
      D Notes

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	
                        Total
      Securities

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        $[_____]

                      	
                        [_____]

                      	
                        [_____]

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Weighted
      Avg. Coupon (Wac)

                      	 
      	
                        [_____]

                      	 
      	
                        [_____]

                      	 
      
	
                        Weighted
      Avg. Remaining Maturity (WARM)

                      	 
      	
                        [_____]

                      	 
      	
                        [_____]

                      	 
      
	
                        Pool
      Receivables Balance

                      	
                        $[_____]

                      	 
      	
                        $[_____]

                      	 
      	 
      
	
                        Remaining
      Number of Receivables

                      	 
      	
                        [_____]

                      	 
      	
                        [_____]

                      	 
      
	
                        Adjusted
      Pool Balance

                      	
                        $[_____]

                      	 
      	
                        $[_____]

                      	 
      	 
      


              

            

          

        

      

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          B-1

          
            

          

        

        
           


        

      

      


      
        
          	
                  Hyundai
      Auto Receivables Trust 20[__]-[_]

                	 
      
	 	 
	
                  Monthly
      Servicing Report

                	 
      
	
                  Collection
      Period

                	
                  [_____]

                
	
                  Distribution
      Date

                	
                  [_____]

                
	
                  Transaction
      Month

                	
                  [_____]

                
	
                  30/360
      Days

                	
                  [_____]

                
	
                  Actual/360
      Days

                	
                  [_____]

                
	 
      
	
                  III.  COLLECTIONS

                
	 
      	 
      
	
                  Principal:

                	 
      
	
                  Principal
      Collections

                	
                  $[_____]

                
	
                  Repurchased
      Contract Proceeds Related to Principal

                	
                  $[_____]

                
	
                  Recoveries/Liquidation
      Proceeds

                	
                  $[_____]

                
	
                  Total
      Principal Collections

                	
                  $[_____]

                
	 
      	 
      
	
                  Interest:

                	 
      
	
                  Interest
      Collections

                	
                  $[_____]

                
	
                  Late
      Fees & Other Charges

                	
                  $[_____]

                
	
                  Interest
      on Repurchase Principal

                	
                  $[_____]

                
	
                  Total
      Interest Collections

                	
                  $[_____]

                
	 
      	 
      
	
                  Collection
      Account Interest

                	
                  $[_____]

                
	
                  Reserve
      Account Interest

                	
                  $[_____]

                
	
                  Servicer
      Advances

                	
                  $[_____]

                
	 
      	 
      
	
                  Total
      Collections

                	
                  $[_____]

                


        

      

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          B-2

          
            

          

        

        
           


        

      

      


      
        
          
            
              	
                      Hyundai
      Auto Receivables Trust 20[__]-[_]

                    	 
      
	 	 
	
                      Monthly
      Servicing Report

                    	 
      
	
                      Collection
      Period

                    	
                      [_____]

                    
	
                      Distribution
      Date

                    	
                      [_____]

                    
	
                      Transaction
      Month

                    	
                      [_____]

                    
	
                      30/360
      Days

                    	
                      [_____]

                    
	
                      Actual/360
      Days

                    	
                      [_____]

                    
	 
      
	
                      IV.  DISTRIBUTIONS

                    
	 
      	 
      
	
                      Total
      Collections

                    	
                      $[_____]

                    
	
                      Reserve
      Account Release

                    	
                      $[_____]

                    
	
                      Reserve
      Account Draw

                    	
                      $[_____]

                    
	
                      Total
      Available for Distribution

                    	
                      $[_____]

                    
	 
      	 
      
	 
      	
                      Amount Due

                    	
                      Amount Paid

                    	 
      
	
                      1.  Servicing
      Fee @ 1.00%:

                    	 
      	 
      	 
      
	
                      Servicing
      Fee Due

                    	
                      $[_____]

                    	
                      $[_____]

                    	
                      $[_____]

                    
	
                      Collection
      Account Interest

                    	 
      	 
      	
                      $[_____]

                    
	
                      Late
      Fees & Other Charges

                    	 
      	 
      	
                      $[_____]

                    
	
                      Total
      due to Servicer

                    	 
      	 
      	
                      $[_____]

                    
	 
      	 
      	 
      	 
      
	
                      2.  Noteholders
      Interest:

                    	 
      	 
      	 
      
	
                      Class
      A-1 Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Class
      A-2 Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Class
      A-3 Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Class
      A-4 Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Class
      B Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Class
      C Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Class
      D Notes

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Total
      Interest:

                    	
                      $[_____]

                    	
                      $[_____]

                    	
                      $[_____]

                    
	
                      Available
      Funds Remaining

                    	 
      	 
      	
                      $[_____]

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Distributable

                      Amount

                    	
                      Paid

                      Amount

                    	 
      
	
                      3.  Principal
      Distribution Amount:

                    	 
      	 
      	
                      $[_____]

                    
	
                      Class
      A-1 Notes

                    	 
      	 
      	 
      
	
                      Class
      A-2 Notes

                    	 
      	 
      	 
      
	
                      Class
      A-3 Notes

                    	 
      	 
      	 
      
	
                      Class
      A-4 Notes

                    	 
      	 
      	 
      
	
                      Class
      B Notes

                    	 
      	 
      	 
      
	
                      Class
      C Notes

                    	 
      	 
      	 
      
	
                      Class
      D Notes

                    	 
      	 
      	 
      
	
                      Total:

                    	
                      $[_____]

                    	
                      $[_____]

                    	 
      
	
                      Total
      Noteholders Principal

                    	 
      	 
      	
                      $[_____]

                    
	 
      	 
      	 
      	 
      
	
                      4.  Available
      Amounts Remaining to reserve account

                    	 
      	 
      	
                      $[_____]

                    
	 
      	 
      	 
      	 
      
	
                      5.  Trustee
      Expenses

                    	 
      	 
      	
                      $[_____]

                    
	 
      	 
      	 
      	 
      
	
                      6.  Remaining
      Available Collections Released to Certificateholder

                    	 
      	 
      	
                      $[_____]

                    


            

          

        

      

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          B-3

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Hyundai
      Auto Receivables Trust 20[__]-[_]

                  	 
      
	 	 
	
                    Monthly
      Servicing Report

                  	 
      
	
                    Collection
      Period

                  	
                    [_____]

                  
	
                    Distribution
      Date

                  	
                    [_____]

                  
	
                    Transaction
      Month

                  	
                    [_____]

                  
	
                    30/360
      Days

                  	
                    [_____]

                  
	
                    Actual/360
      Days

                  	
                    [_____]

                  
	 
      	 
      	 
      	 
      
	
                    V.  YIELD
      SUPPLEMENT OVERCOLLATERALIZATION AMOUNT (YSOA)

                  
	 
      	 
      	 
      	 
      
	
                    Beginning
      Period Required Amount

                  	 
      	 
      	
                    $[_____]

                  
	
                    Beginning
      Period Amount

                  	 
      	 
      	
                    $[_____]

                  
	
                    Current
      Period Amortization

                  	 
      	 
      	
                    $[_____]

                  
	
                    Ending
      Period Required Amount

                  	 
      	 
      	
                    $[_____]

                  
	
                    Ending
      Period Amount

                  	 
      	 
      	
                    $[_____]

                  
	
                    Next
      Distribution Date Required Amount

                  	 
      	 
      	
                    $[_____]

                  
	 
      	 
      	 
      	 
      
	
                    VI.  RESERVE
      ACCOUNT

                  
	 
      	 
      	 
      	 
      
	
                    Reserve
      Percentage of Initial Adjusted Pool Balance

                  	 
      	 
      	
                    [_____]%

                  
	
                    Beginning
      Period Required Amount

                  	 
      	 
      	
                    $[_____]

                  
	
                    Beginning
      Period Amount

                  	 
      	 
      	
                    $[_____]

                  
	
                    Current
      Period Release to Collection Account

                  	 
      	 
      	
                    $[_____]

                  
	
                    Current
      Period Deposit

                  	 
      	 
      	
                    $[_____]

                  
	
                    Current
      Period Release to Depositor

                  	 
      	 
      	
                    $[_____]

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

                  	 
      	 
      	
                    $[_____]

                  
	
                    Ending
      Period Amount

                  	 
      	 
      	
                    $[_____]

                  
	 
      	 
      	 
      	 
      
	
                    VII.  OVERCOLLATERALIZATION

                  
	 
      	 
      	 
      	 
      
	
                    Overcollateralization
      Target                                      [_____]%

                  	 
      	 
      	 
      
	
                    Overcollateralization
      Floor                                        [_____]%

                  	 
      	 
      	 
      
	 
      	
                    Beginning

                  	
                    Ending

                  	
                    Target

                  
	
                    Overcollateralization
      Amount

                  	
                    $[_____]

                  	
                    $[_____]

                  	
                    $[_____]

                  
	
                    Overcollateralization
      as a % of Adjusted Pool

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  


          

        

      

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          B-4

          
            

          

        

        
           


        

      

      


      
        
          
            	
                    Hyundai
      Auto Receivables Trust 20[__]-[_]

                  	 
      
	 	 
	
                    Monthly
      Servicing Report

                  	 
      
	
                    Collection
      Period

                  	
                    [_____]

                  
	
                    Distribution
      Date

                  	
                    [_____]

                  
	
                    Transaction
      Month

                  	
                    [_____]

                  
	
                    30/360
      Days

                  	
                    [_____]

                  
	
                    Actual/360
      Days

                  	
                    [_____]

                  
	 
      
	
                    VIII.  DELINQUENCY
      AND NET LOSS ACTIVITY

                  
	 
      	
                    Units Percent

                  	
                    Units

                  	
                    Dollars

                    Percent

                  	
                    Dollar

                    Amount

                  
	
                    Current

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    30-60
      Days

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    61-90
      Days

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    91+
      Days

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    Total

                  	 
      	
                    [_____]

                  	 
      	
                    $[_____]

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Delinquent
      Receivables 61+ days past due

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    Delinquency
      Ratio 61+ for 1st
      Preceding Collection Period

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    Delinquency
      Ratio 61+ for 2nd
      Preceding Collection Period

                  	
                    [_____]

                  	
                    [_____]

                  	
                    [_____]

                  	
                    $[_____]

                  
	
                    Three-Month
      Average Delinquency Ratio

                  	
                    [_____]

                  	 
      	
                    [_____]

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Repossession
      in Current Period

                  	 
      	
                    [_____]

                  	 
      	
                    $[_____]

                  
	
                    Repossession
      Inventory

                  	 
      	
                    [_____]

                  	 
      	
                    $[_____]

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Charge-Offs

                  	 
      	 
      	 
      	 
      
	
                    Gross
      Principal of Charge-Off for Current Period

                  	 
      	 
      	 
      	
                    $[_____]

                  
	
                    Recoveries

                  	 
      	 
      	 
      	
                    $[_____]

                  
	
                    Net
      Charge-offs for Current Period

                  	 
      	 
      	 
      	
                    $[_____]

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Beginning
      Pool Balance for Current Period

                  	 
      	 
      	 
      	
                    $[_____]

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Net
      Loss Ratio

                  	 
      	 
      	 
      	
                    [_____]

                  
	
                    Net
      Loss Ratio for 1st
      Preceding Collection Period

                  	 
      	 
      	 
      	
                    [_____]

                  
	
                    Net
      Loss Ratio for 2nd
      Preceding Collection Period

                  	 
      	 
      	 
      	
                    [_____]

                  
	
                    Three-Month
      Average Net Loss Ratio for Current Period

                  	 
      	 
      	 
      	
                    [_____]

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Cumulative
      Net Losses for All Periods

                  	 
      	 
      	 
      	
                    $[_____]

                  
	
                    Cumulative
      Net Losses as a % of Initial Pool Balance

                  	 
      	 
      	 
      	
                    [_____]

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Principal
      Balance of Extensions

                  	 
      	 
      	 
      	
                    $[_____]

                  
	
                    Number
      of Extensions

                  	 
      	 
      	 
      	
                    [_____]

                  


          

        

      


      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          B-5

          
            

          

        

        
           


        

      


      EXHIBIT
C

       

      Form of Servicer’s
Certificate

       

      Collection
Period:     ________________

      Distribution
Date:     ________________

       

      Hyundai
Auto Receivables Trust 20[__]-[_]

       

      The
undersigned certifies that he is an officer of Hyundai Capital America, a
California corporation (“HCA”) and that as such he is duly authorized to execute
and deliver this certificate on behalf of HCA pursuant to Section 4.09 of the
Sale and Servicing Agreement dated
[              ],
20[__] among Hyundai Auto Receivables Trust 20[__]-[_], as Issuer, Hyundai ABS
Funding Corporation, as Depositor, HCA, as Seller and Servicer and
[                      ],
as Indenture Trustee (the “Sale and Servicing Agreement”) (all capitalized terms
used herein without definition have the respective meanings specified in the
Sale and Servicing Agreement) and further certifies that:

       

      1.           The
Servicer’s report for the period from _________ to _________ attached to this
certificate is complete and accurate and contains all information required by
Section 4.09 of the Sale and Servicing Agreement; and

       

      2.           As
of _____________, no Servicer Termination Events have occurred.

       

      IN
WITNESS WHEREOF, I have fixed hereunto my signature this ___ day of
___________.

       

      
        
          	 
      	
                  HYUNDAI CAPITAL
      AMERICA,

                
	 
      	
                  as
      Servicer

                
	 
      	 
      
	 
      	
                  By:

                	
                       

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title:

                


        

      

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          C-1

          
            

          

        

        
           


        

      


      EXHIBIT
D

       

      Form of Indenture Trustee’s
Annual Sarbanes Certification

       

      
        	
                Re:

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

              


      

      


      [_____],
not in its individual capacity but solely as indenture trustee  (the
“Indenture
Trustee”), certifies to Hyundai Capital America (the “Servicer”), and its
officers, with the knowledge and intent that they will rely upon this
certification, that:

       

      (1)           It
has reviewed the report on assessment of the Indenture Trustee’s compliance
provided in accordance with Rules 13a-18 and 15d-18 under the Securities
Exchange Act of 1934, as amended, and Item 1122 of Regulation AB (the “Servicing
Assessment”) that was delivered by the Indenture Trustee to the Servicer
pursuant to the Sale and Servicing Agreement (the “Agreement”), dated as
of September 2, 2010, by and among Hyundai Auto Receivables Trust 2010-B,
Hyundai ABS Funding Corporation, the Servicer, Hyundai Capital America, as
seller, and the Indenture Trustee;

       

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

       

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

       

      [__________],

      not in
its individual capacity but solely as Indenture Trustee

      Date:      _________________________


      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          D-1

          
            

          

        

        
           


        

      


      SCHEDULE
A

       

      Schedule of
Receivables

       

      [Delivered
to the Trust at Closing]


      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          
            Sched.
A-1

          

          
            

          

        

        
           


        

      


      SCHEDULE
B

       

      Yield Supplement
Overcollateralization Amount

       

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

       

      
        
          	
                  
                    Payment Date

                  

                	 
      	
                  
                    Yield  Supplement

                    Overcollateralization

                    Amount

                  

                
	
                  Closing
      Date .................

                	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


        

      

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          
            Sched.
B-1

          

          
            

          

        

        
           


        

      


      APPENDIX
A

       

      REGULATION
AB REPRESENTATIONS, WARRANTIES AND COVENANTS

       

      PART I

      


      DEFINED
TERMS

      


      Section
1.01.  Unless otherwise defined herein, terms used in this Appendix A
that are defined in the Agreement to which this Appendix A is attached shall
have the same meanings herein as in the Agreement:

       

      PART
II


       

      COMPLIANCE WITH REGULATION
AB

      


      Section
2.01.  Intent of the
Parties; Reasonableness.

      


      Each of
the Issuer, the Depositor, the Seller, the Servicer and the Indenture Trustee
acknowledges and agrees that the purpose of Part II of this Appendix A is to
facilitate compliance by the Issuer, the Depositor, the Seller, the Servicer and
the Indenture Trustee with the provisions of Regulation AB and the related rules
and regulations of the Commission.

       

      Neither
the Issuer nor the Seller shall exercise its right to request delivery of
information, reports or other performance under these provisions for purposes
other than compliance with Regulation AB.  Each of the Issuer, the
Seller and the Servicer acknowledges that interpretations of the requirements of
Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the
asset-backed securities markets, advice of counsel, or otherwise.  For
so long as the Issuer is subject to the reporting requirements under the
Securities Exchange Act of 1934, as amended, each of the Issuer, the Depositor,
the Seller, the Servicer and the Indenture Trustee hereby agrees to reasonably
comply with all reasonable requests made by any of the other parties hereto
(including any of its assignees or designees), as the case may be, in good faith
for delivery of such information or reports, including, without limitation, any
Servicer compliance statements and reports (solely with respect to the
Servicer), and assessments of compliance and attestation, as may be required
under the then-current interpretations of Regulation AB.  The
servicing criteria to be addressed in the Indenture Trustee’s assessment of
compliance and attestation shall be set forth on Schedule I attached hereto and
such assessments of compliance and attestations shall be provided by March
15th
and shall only be required for years in which a 10-K is required to be
filed.

       

      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          
            Appendix
A-1

          

          
            

          

        

        
           


        

      


      SCHEDULE
I

       

      Servicing Criteria To Be Addressed In Assessment Of
Compliance

      


      The assessment of compliance to be delivered by the
Indenture Trustee, shall address, at a minimum, the criteria identified as below
as “Applicable Servicing Criteria”:

      


      
        
          
            
              
                
                  	
                          Reference

                        	 	
                          Criteria

                        
	 
      	 	 
      
	 
      	 	
                          Cash Collection and
      Administration

                        
	 
      	 	 
      
	
                          1122(d)(2)(ii)

                        	 	
                          Disbursements made via wire transfer on behalf of
      an obligor or to an investor are made only by authorized
      personnel.

                        
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	
                          Investor Remittances and
      Reporting

                        
	 
      	 	 
      
	
                          1122(d)(3)(ii)

                        	 	
                          Amounts due to investors are allocated and
      remitted in accordance with timeframes, distribution priority and other
      terms set forth in the transaction agreements.*

                        
	 
      	 	 
      
	
                          1122(d)(3)(iii)

                        	 	
                          Disbursements made to an investor are posted
      within two business days to the Servicer’s investor records, or such other
      number of days specified in the transaction
    agreements.

                        
	 
      	 	 
      
	
                          1122(d)(3)(iv)

                        	 	
                          Amounts remitted to investors per the investor
      reports agree with cancelled checks, or other form of payment, or
      custodial bank
statements.

                        


                

              

            

          

        

      

      


      * Solely
with respect to remittances.


      
        
          (200[
]-[ ] Sale and Servicing Agreement)

           


        

        
          
            Schedule-1