Unassociated Document


    Exhibit
10.2

     

    


     

     

    SALE AND
SERVICING AGREEMENT

     

    among

     

    HYUNDAI
AUTO RECEIVABLES TRUST 2010-A,

     

    Issuer,

     

    HYUNDAI
ABS FUNDING CORPORATION,

     

    Depositor,

     

    HYUNDAI
CAPITAL AMERICA,

     

    Seller
and Servicer,

     

    and

     

    CITIBANK,
N.A.,

     

    Indenture
Trustee

     

    Dated as
of May 13, 2010

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF CONTENTS


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	
                                  Page

                                
	 
      	 
      	 
      	 
      
	
                                  ARTICLE
      I.

                                	 
      	
                                  DEFINITIONS

                                	
                                  1

                                
	 	 	 	 
	
                                  Section
      1.01

                                	 
      	
                                  Definitions

                                	
                                  1

                                
	
                                  Section
      1.02

                                	 
      	
                                  Other
      Definitional Provisions

                                	
                                  15

                                
	 	 	 	 
	
                                  ARTICLE
      II.

                                	 
      	
                                  CONVEYANCE
      OF RECEIVABLES

                                	
                                  16

                                
	 	 	 	 
	
                                  Section
      2.01

                                	 
      	
                                  Conveyance
      of Receivables

                                	
                                  16

                                
	 	 	 	 
	
                                  ARTICLE
      III.

                                	 
      	
                                  THE
      RECEIVABLES

                                	
                                  17

                                
	 	 	 	 
	
                                  Section
      3.01

                                	 
      	
                                  Representations
      and Warranties of the Seller

                                	
                                  17

                                
	
                                  Section
      3.02

                                	 
      	
                                  Representations
      and Warranties of the Depositor

                                	
                                  18

                                
	
                                  Section
      3.03

                                	 
      	
                                  Repurchase
      upon Breach

                                	
                                  19

                                
	 	 	 	 
	
                                  ARTICLE
      IV.

                                	 
      	
                                  ADMINISTRATION
      AND SERVICING OF RECEIVABLES

                                	
                                  19

                                
	 	 	 	 
	
                                  Section
      4.01

                                	 
      	
                                  Duties
      of Servicer

                                	
                                  19

                                
	
                                  Section
      4.02

                                	 
      	
                                  Collection
      of Receivable Payments; Modifications of Receivables

                                	
                                  20

                                
	
                                  Section
      4.03

                                	 
      	
                                  Realization
      upon Receivables

                                	
                                  21

                                
	
                                  Section
      4.04

                                	 
      	
                                  Target
      Overcollateralization Amount and Reserve Account Required
      Amount

                                	
                                  22

                                
	
                                  Section
      4.05

                                	 
      	
                                  Maintenance
      of Security Interests in Financed Vehicles

                                	
                                  22

                                
	
                                  Section
      4.06

                                	 
      	
                                  Covenants
      of Servicer

                                	
                                  22

                                
	
                                  Section
      4.07

                                	 
      	
                                  Purchase
      of Receivables Upon Breach

                                	
                                  23

                                
	
                                  Section
      4.08

                                	 
      	
                                  Servicing
      Fee

                                	
                                  23

                                
	
                                  Section
      4.09

                                	 
      	
                                  Servicer’s
      Certificate

                                	
                                  24

                                
	
                                  Section
      4.10

                                	 
      	
                                  Annual
      Statement as to Compliance, Notice of Servicer Termination
      Event

                                	
                                  24

                                
	
                                  Section
      4.11

                                	 
      	
                                  Compliance
      with Regulation AB

                                	
                                  24

                                
	
                                  Section
      4.12

                                	 
      	
                                  Access
      to Certain Documentation and Information Regarding
    Receivables

                                	
                                  25

                                
	
                                  Section
      4.13

                                	 
      	
                                  Term
      of Servicer

                                	
                                  25

                                
	
                                  Section
      4.14

                                	 
      	
                                  Annual
      Independent Accountants’ Report

                                	
                                  25

                                
	
                                  Section
      4.15

                                	 
      	
                                  Reports
      to the Commission

                                	
                                  25

                                
	
                                  Section
      4.16

                                	 
      	
                                  Compensation
      of Indenture Trustee

                                	
                                  25

                                
	 	 	 	 
	
                                  ARTICLE
      V.

                                	 
      	
                                  DISTRIBUTIONS;
      STATEMENTS TO SECURITYHOLDERS

                                	
                                  26

                                
	 	 	 	 
	
                                  Section
      5.01

                                	 
      	
                                  Accounts

                                	
                                  26

                                
	
                                  Section
      5.02

                                	 
      	
                                  Application
      of Collections

                                	
                                  28

                                
	
                                  Section
      5.03

                                	 
      	
                                  Property
      of the Trust

                                	
                                  28

                                
	
                                  Section
      5.04

                                	 
      	
                                  Purchased
      Amounts

                                	
                                  28

                                
	
                                  Section
      5.05

                                	 
      	
                                  Distributions

                                	
                                  28

                                
	
                                  Section
      5.06

                                	 
      	
                                  Reserve
      Account

                                	
                                  29

                                
	
                                  Section
      5.07

                                	 
      	
                                  Statements
      to Securityholders

                                	
                                  30

                                
	
                                  Section
      5.08

                                	 
      	
                                  Advances
      by the Servicer

                                	
                                  30

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
        -i-

        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	 
      	
                                  Page

                                
	 
      	 
      	 
      	 
      
	
                                  ARTICLE
      VI.

                                	 
      	
                                  THE
      DEPOSITOR

                                	
                                  31

                                
	 	 	 	 
	
                                  Section
      6.01

                                	 
      	
                                  Representations
      of Depositor

                                	
                                  31

                                
	
                                  Section
      6.02

                                	 
      	
                                  Corporate
      Existence

                                	
                                  32

                                
	
                                  Section
      6.03

                                	 
      	
                                  Liability
      of Depositor

                                	
                                  32

                                
	
                                  Section
      6.04

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

                                	
                                  33

                                
	
                                  Section
      6.05

                                	 
      	
                                  Amendment
      of Depositor’s Organizational Documents

                                	
                                  34

                                
	 	 	 	 
	
                                  ARTICLE
      VII.

                                	 
      	
                                  THE
      SERVICER

                                	
                                  34

                                
	 	 	 	 
	
                                  Section
      7.01

                                	 
      	
                                  Representations
      of Servicer

                                	
                                  34

                                
	
                                  Section
      7.02

                                	 
      	
                                  Indemnities
      of Servicer

                                	
                                  35

                                
	
                                  Section
      7.03

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

                                	
                                  36

                                
	
                                  Section
      7.04

                                	 
      	
                                  Limitation
      on Liability of Servicer and Others

                                	
                                  37

                                
	
                                  Section
      7.05

                                	 
      	
                                  Delegation
      of Duties

                                	
                                  37

                                
	
                                  Section
      7.06

                                	 
      	
                                  Servicer
      Not to Resign

                                	
                                  37

                                
	
                                  Section
      7.07

                                	 
      	
                                  Fidelity
      Bond

                                	
                                  38

                                
	 	 	 	 
	
                                  ARTICLE
      VIII.

                                	 
      	
                                  DEFAULT

                                	
                                  38

                                
	 	 	 	 
	
                                  Section
      8.01

                                	 
      	
                                  Servicer
      Termination Events

                                	
                                  38

                                
	
                                  Section
      8.02

                                	 
      	
                                  Consequences
      of a Servicer Termination Event

                                	
                                  38

                                
	
                                  Section
      8.03

                                	 
      	
                                  Appointment
      of Successor Servicer

                                	
                                  39

                                
	
                                  Section
      8.04

                                	 
      	
                                  Notification
      to Securityholders

                                	
                                  40

                                
	
                                  Section
      8.05

                                	 
      	
                                  Waiver
      of Past Defaults

                                	
                                  40

                                
	 	 	 	 
	
                                  ARTICLE
      IX.

                                	 
      	
                                  TERMINATION

                                	
                                  40

                                
	 	 	 	 
	
                                  Section
      9.01

                                	 
      	
                                  Optional
      Purchase of All Receivables

                                	
                                  40

                                
	 	 	 	 
	
                                  ARTICLE
      X.

                                	 
      	
                                  MISCELLANEOUS

                                	
                                  41

                                
	 	 	 	 
	
                                  Section
      10.01

                                	 
      	
                                  Amendment

                                	
                                  41

                                
	
                                  Section
      10.02

                                	 
      	
                                  Protection
      of Title to Trust

                                	
                                  41

                                
	
                                  Section
      10.03

                                	 
      	
                                  Notices

                                	
                                  43

                                
	
                                  Section
      10.04

                                	 
      	
                                  Assignment
      by the Depositor or the Servicer

                                	
                                  44

                                
	
                                  Section
      10.05

                                	 
      	
                                  Limitations
      on Rights of Others

                                	
                                  44

                                
	
                                  Section
      10.06

                                	 
      	
                                  Severability

                                	
                                  44

                                
	
                                  Section
      10.07

                                	 
      	
                                  Counterparts

                                	
                                  44

                                
	
                                  Section
      10.08

                                	 
      	
                                  Headings

                                	
                                  44

                                
	
                                  Section
      10.09

                                	 
      	
                                  GOVERNING
      LAW

                                	
                                  44

                                
	
                                  Section
      10.10

                                	 
      	
                                  Assignment
      by Issuer

                                	
                                  44

                                
	
                                  Section
      10.11

                                	 
      	
                                  Nonpetition
      Covenants

                                	
                                  45

                                
	
                                  Section
      10.12

                                	 
      	
                                  Limitation
      of Liability of Owner Trustee and Indenture Trustee

                                	
                                  45

                                
	
                                  Section
      10.13

                                	 
      	
                                  Information
      to Be Provided by the Indenture Trustee

                                	
                                  45

                                
	
                                  Section
      10.14

                                	 
      	
                                  Form
      8-K Filings

                                	
                                  46

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    



    
      
         


      

      
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    TABLE
OF CONTENTS

    (continued)

    


    
      
        
          
            	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    Exhibit
      A

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

                  	
                    Exh.
      A-1

                  
	
                    Exhibit
      B

                  	
                    Form
      of Record Date Statement

                  	
                    Exh.
      B-1

                  
	
                    Exhibit
      C

                  	
                    Form
      of Servicer’s Certificate

                  	
                    Exh.
      C-1

                  
	
                    Exhibit
      D

                  	
                    Form
      of Indenture Trustee’s Annual Sarbanes Certification

                  	
                    Exh.
      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

                  	
                    App.
      A-1

                  
	
                    Schedule
      I

                  	
                    Servicing
      Criteria To Be Addressed by Indenture Trustee in Assessment of
      Compliance

                  	
                    Sched.
      I-1

                  


          

        

      

    

    



    
      
         


      

      
        -iii-

        
          

        

      

      
         


      

    


    This SALE
AND SERVICING AGREEMENT, dated as of May 13, 2010, among HYUNDAI AUTO
RECEIVABLES TRUST 2010-A, 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
Citibank, N.A., 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:

     

    “Administration
Agreement” means the Owner Trust Administration Agreement, dated as of
May 13, 2010, among Hyundai Auto Receivables Trust 2010-A, Hyundai Capital
America, and Citibank, N.A., 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.

     

    “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.

     

    “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.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    “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-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 0.39821% Asset Backed Notes, Class A-1, substantially in the form of
Exhibit A-1 to the Indenture.

     

    “Class A-1 Rate” means
0.39821% per annum, computed on the basis of an actual/360-day
year.

     

    “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 0.86% Asset Backed Notes, Class A-2, substantially in the form of
Exhibit A-2 to the Indenture.

     


    
      
         


      

      
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    “Class A-2 Rate” means
0.86% 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 1.50% Asset Backed Notes, Class A-3, substantially in the form of
Exhibit A-3 to the Indenture.

     

    “Class A-3 Rate” means
1.50% 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 2.45% Asset Backed Notes, Class A-4, substantially in the form of
Exhibit A-4 to the Indenture.

     

    “Class A-4 Rate” means
2.45% per annum, computed on the basis of a 360-day year consisting of twelve
30-day months.

     

    “Closing Date” means
May 13, 2010.

     

    “CFR” means the Code
of Federal Regulations.

     

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

     

    “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.

     

    “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 April 17, 2010 through
and including May 31, 2010.  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.

     

    “Commission” means the
Securities and Exchange Commission.

     


    
      
         


      

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

     

    “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 April 16, 2010.

     

    “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;

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    


     

    (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, if
the deposits are to be held in the account for 30 days or less, or

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


     

    (ii)
whose long-term unsecured debt obligations are rated at least “Aa3” by Moody’s
and “AA-” by Standard & Poor’s, 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”;

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    (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 filed 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 or minivan, together with all
accessions thereto, securing an Obligor’s indebtedness under the related
Contract.

     

     “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.

     

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

     

    “Indenture” means the
Indenture, dated as of May 13, 2010, 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 $219,000,000.

     

    “Initial Class A-2 Note
Balance” means $238,000,000.

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


     

    “Initial Class A-3 Note
Balance” means $317,000,000.

     

    “Initial Class A-4 Note
Balance” means $186,850,000.

     

    “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).

     

    “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 and the Class
A-4 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 2010-A.

     

    “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.

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


     

    “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.

     

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

     

    “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 and (iv) the Initial
Class A-4 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).

     

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

     

    “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.

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    


     

    “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
Wilmington Trust Company, 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 June 15, 2010.

     

    “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.

     

    “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).

     

    “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 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
Principal Distribution Amount shall not exceed the sum of the aggregate
Outstanding Amount of all of the Notes on such Payment Date.

     

    “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.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


     

    “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
Moody’s or Standard & Poor’s, as the context may require.  If none
of 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:

     

    (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 May 13,
2010, 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.

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


     

    “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.

     

    “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:

     

    (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 $5,355,959.06.

     

    “Reserve Account Required
Amount” means, subject to Section 4.04 of this Agreement,  with
respect to any Payment Date, an amount equal to 0.50% 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).

     


    
      
         


      

      
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    “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.

     

    “Securities” means the
Notes and the Certificates.

     

    “Securities Account Control
Agreement” means the Securities Account Control Agreement dated as of May
13, 2010 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 Citibank, N.A., 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, 44/360), (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 1.00% 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.

     


    
      
         


      

      
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    “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

                      	
                        May 16,
      2011

                      
	 	 
	
                        Class
      A-2 Notes

                      	
                        November 15,
      2012

                      
	 	 
	
                        Class
      A-3 Notes

                      	
                        October 15,
      2014

                      
	 	 
	
                        Class
      A-4 Notes

                      	
                        December
      15,
2016

                      


              

            

          

        

      

    

     

    “Target Overcollateralization
Amount” means, subject to Section 4.04 of this Agreement, with respect to
any Payment Date, the greater of (a) 17.50% of the Adjusted Pool Balance, minus
the Reserve Account Required Amount, on such Payment Date and (b) 1.25% 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.

     

    “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.

     


    
      
         


      

      
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    “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 May 13, 2010,
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.

     

    (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.

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    (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 $953,623,635.35, 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;

     

    (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;

     


    
      
         


      

      
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    (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.

     

    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.

     


    
      
         


      

      
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    (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.

     

    (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 Second Amended and Restated Receivables Purchase Agreement,
dated as of July 23, 2002, as amended, among the Seller, Hyundai BC Funding
Corporation, the various purchasers party thereto from time to time, the various
purchaser agents party thereto from time to time, and JPMorgan Chase Bank, N.A.
and the Purchase and Sale Agreement dated as of January 17, 2000, as amended,
between the Seller and Hyundai BC Funding Corporation 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.”

     


    
      
         


      

      
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    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.

     

    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.

     


    
      
         


      

      
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    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.

     

    (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
A-4 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.

     


    
      
         


      

      
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    (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.

     

    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.

     


    
      
         


      

      
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    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.

     

    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):

     


    
      
         


      

      
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    (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 A-4 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.

     

    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.

     


    
      
         


      

      
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    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 April 30, 2011), 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.

     

    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.

     


    
      
         


      

      
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    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 April
30, 2011), 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 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.

     

    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;

     


    
      
         


      

      
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    (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.

     

    (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.

     


    
      
         


      

      
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    (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.

     

    (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.

     


    
      
         


      

      
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    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 and “A-1” from Standard &
Poor’s.  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.

     

    (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:

     


    
      
         


      

      
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    (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 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 Noteholders on the
preceding Payment Date; and (b) the excess, if any, of the amount of interest
payable to the Noteholders on those prior Payment Dates over the amounts
actually paid to the 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 Principal Distribution
Amount;

     

    (iv)  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;

     

    (v)  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

     

    (vi)  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 (iii), 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 www.sf.citidirect.com).  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.

     


    
      
         


      

      
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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.

     


    
      
         


      

      
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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).

     

    (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.

     


    
      
         


      

      
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    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.

     


    
      
         


      

      
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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.

     


    
      
         


      

      
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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.

     


    
      
         


      

      
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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)(v).

     

    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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    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
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.

     

    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 Notes 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.

     


    
      
         


      

      
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    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 Notes 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 Notes 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 Notes 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 May 3, 2010 or the Prospectus Supplement dated May 5,
2010, 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.

     

    Section
10.02    Protection of Title to
Trust.

     


    
      
         


      

      
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    (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.

     

    (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.

     


    
      
         


      

      
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    (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.

     

    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, NY 10007; (e) in
the case of the Indenture Trustee, at the Corporate Trust Office (as defined in
the Indenture); and (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; or, as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    


     

    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.

     

    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.

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    


     

    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
Wilmington Trust Company not in its individual capacity but solely in its
capacity as Owner Trustee of the Issuer and in no event shall Wilmington Trust
Company 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
Citibank, N.A., not in its individual capacity but solely as Indenture Trustee,
and in no event shall Citibank, N.A. 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.

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    


     

    (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 Citibank, N.A. provided by
Citibank, N.A. 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.”

     

    
      [SIGNATURE
PAGES FOLLOW]

    

    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    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 2010-A

     

    
      	
               
      

            	
              By:

            	
              WILMINGTON
      TRUST COMPANY,

            


    

    
      	
               
      

            	
              not
      in its individual capacity

            


    

    
      	
               
      

            	
              but
      solely as Owner Trustee

            


    

     

    By:  /s/ Bethany J. Taylor        

    Name:  Bethany
J. Taylor

    Title:  Financial
Services Officer


    
      
         


      

      
        S-1

        
          

        

      

      
         


      

    


    HYUNDAI ABS FUNDING
CORPORATION,

    as
Depositor

     

    By:  /s/ Min Sok Randy Park        

    Name:  Min
Sok Randy Park

    Title:    Vice
President and Secretary

     

    
      
         


      

      
        S-2

        
          

        

      

      
         


      

    


    HYUNDAI CAPITAL
AMERICA,

    as
Servicer and Seller

     

    By:  /s/ Dae Kwon Ko        

    Name:  Dae
Kwon Ko

    Title:    Treasurer


    
      
         


      

      
        S-3

        
          

        

      

      
         


      

    


    CITIBANK, N.A.,

    not in
its individual capacity

    but
solely as Indenture Trustee

    By:  /s/ Karen Schluter        

    Name:  Karen
Schluter

    Title:  Vice
President

     

    
      
         


      

      
        S-4

        
          

        

      

      
         


      

    


    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 May 13, 2010 (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.

     


    
      
         


      

      
        Exhibit
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, 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.

     

    (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.

     


    
      
         


      

      
        Exhibit
A-2

        
          

        

      

      
         


      

    


    


     

    (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.

     


    
      
         


      

      
        Exhibit
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.

     

    (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.

     


    
      
         


      

      
        Exhibit
A-4

        
          

        

      

      
         


      

    


    


     

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

     

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

     

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

     

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

     

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

     

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

     

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

     


    
      
         


      

      
        Exhibit
A-5

        
          

        

      

      
         


      

    


    


     

    (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
January 15, 2016.

     

    (xxi)  Certain Characteristics of
the Receivables.  As of the applicable Cutoff Date, (A) each
Receivable had an original maturity of not less than 12 or more than 72 months
and (B) no Receivable was more than 30 days past due as of the Cutoff
Date.

     

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

     

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

     


    
      
         


      

      
        Exhibit
A-6

        
          

        

      

      
         


      

    


    


     

    (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.

     

    (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 0.00% and the weighted average coupon on the
pool of Receivables is at least 5.14%.

     


    
      
         


      

      
        Exhibit
A-7

        
          

        

      

      
         


      

    


    


     

    (xxxvi)  Remaining
Term.  Each Receivable has a remaining term of at least
4 months and no more than 72 months.

     

    (xxxvii)  Original
Term.  The weighted average original term for the Receivables
is at least 62.96 months.

     

    (xxxviii)  Remaining
Balance.  Each Receivable has a remaining balance of at least
$2,000 and not greater than $55,000.

     

    (xxxix)  New
Vehicles.  At least 97.21% of the aggregate principal balance
of the Receivables is secured by Financed Vehicles which were new at the date of
origination.

     

    (xl)  [Reserved].

     

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

     

    (xlii)  [Reserved].

     

    (xliii)  [Reserved].

     

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

     

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

     

    (xlvi)  [Reserved].

     

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

     

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

     

    (xlix)  [Reserved].

     

    (l)  [Reserved].

     

    (li)  [Reserved].

     


    
      
         


      

      
        Exhibit
A-8

        
          

        

      

      
         


      

    


    


     

    (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 $1,097,444,291.72.

     

    


     


    
      
         


      

      
        Exhibit
A-9

        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    Form of
Record Date Statement

     

    Hyundai
Auto Receivables Trust 2010-A

    


    
      	
              Monthly
      Servicing Report

            	 
      	 
      	 
      	 
      	 
      
	
              Collection
      Period

            	 
      	 
      	 
      	 
      	
              [_____]

            
	
              Distribution
      Date

            	
              [_____]

            
	
              Transaction
      Month

            	
              [_____]

            
	
              30/360
      Days

            	
              [_____]

            
	
              Actual/360
      Days

            	
              [_____]

            


    

    


    
      
        
          
            
              	
                      I.  ORIGINAL DEAL
      PARAMETERS

                    
	
                      Cut
      off Date:

                    	
                      [_____],
      2010

                    	 
      	 
      	 
      	 
      
	
                      Closing
      Date:

                    	
                      [_____],
      2010

                    	 
      	 
      	 
      	 
      
	 
      
	 
      	
                      
                        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

                    	
                      $[_____________]

                    	
                      [_____]

                    	 
      	
                      [_____]

                    	
                      [_____]

                    
	
                      Total
      Securities

                    	
                      $[_____________]

                    	
                      [_____]

                    	 
      	 
      	 
      
	
                      Overcollateralization

                    	
                      $[_____________]

                    	
                      [_____]

                    	 
      	 
      	 
      
	
                      YSOA

                    	
                      $[_____________]

                    	
                      [_____]

                    	 
      	 
      	 
      
	
                      Total
      Original Pool Balance

                    	
                      $[_____________]

                    	
                      [_____]

                    	 
      	 
      	 
      


            

          

        

      

    

    


    
      	
              II.  POOL BALANCE AND PORTFOLIO
      INFORMATION

            
	 
      	
              Beginning
      of Period

            	
              Ending
      of Period

            	
              Change

            
	 
      	
              Balance

            	
              Pool Factor

            	
              Balance

            	
              Pool Factor

            	 
      
	
              Class
      A-1 Notes

            	
              $[_____________]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            
	
              Class
      A-2 Notes

            	
              $[_____________]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            
	
              Class
      A-3 Notes

            	
              $[_____________]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            
	
              Class
      A-4 Notes

            	
              $[_____________]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            
	
              Total
      Securities

            	
              $[_____________]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            	
              [_____]

            
	 
      
	
              Weighted
      Avg. Coupon (WAC)

            	
              [_____]

            	
              [_____]

            	 
      
	
              Weighted
      Avg. Remaining Maturity (WARM)

            	
              [_____]

            	
              [_____]

            	 
      
	
              Pool
      Receivables Balance

            	
              $[_____________]

            	
              $[_____________]

            	 
      
	
              Remaining
      Number of Receivables

            	
              [_____]

            	
              [_____]

            	 
      
	
              Adjusted
      Pool Balance

            	
              $[_____________]

            	
              $[_____________]

            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      


    

    



    
      
         


      

      
        Exhibit
B-1

        
          

        

      

      
         


      

    


    Hyundai
Auto Receivables Trust 2010-A

    


    
      	
              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

            	 
      	
              $[_____________]

            


    

    



    
      
         


      

      
        Exhibit
B-2

        
          

        

      

      
         


      

    


    Hyundai
Auto Receivables Trust 2010-A

    


    
      	
              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

              	
                $[_____________]

              	 
      	
                $[_____________]

              	 
      	 
      
	
                Total
      interest:

              	
                $[_____________]

              	 
      	
                $[_____________]

              	 
      	
                $[_____________]

              
	
                Available
      Funds Remaining

              	 
      	 
      	 
      	 
      	
                $[_____________]

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                3.  Principal
      Distribution Amount:

              	 
      	 
      	 
      	
                $[_____________]

              
	 
      	 
      	 
      	 
      	 
      
	 
      	
                
                  Distributable
      Amount

                

              	 
      	
                
                  Paid
      Amount

                

              	 
      	 
      
	
                Class
      A-1 Notes

              	 
      	 
      	
                $[_____________]

              	 
      	 
      
	
                Class
      A-2 Notes

              	 
      	 
      	
                $[_____________]

              	 
      	 
      
	
                Class
      A-3 Notes

              	 
      	 
      	
                $[_____________]

              	 
      	 
      
	
                Class
      A-4 Notes

              	 
      	 
      	
                $[_____________]

              	 
      	 
      
	
                Total:

              	
                $[_____________]

              	 
      	
                $[_____________]

              	 
      	 
      
	
                Total
      Noteholders Principal

              	 
      	 
      	 
      	 
      	
                $[_____________]

              
	 
      	 
      	 
      	 
      	 
      	 
      
	
                4.  Available
      Amounts Remaining to reserve account

              	 
      	 
      	 
      	
                $[_____________]

              
	
                5.  Trustee
      Expenses

              	 
      	 
      	 
      	 
      	
                $[_____________]

              
	
                6.  Remaining
      Available Collections Released to Certificateholder

              	 
      	 
      	 
      	
                $[_____________]

              


      

    

    



    
      
         


      

      
        Exhibit
B-3

        
          

        

      

      
         


      

    


    Hyundai
Auto Receivables Trust 2010-A

    


    
      	
              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

            	 
      	 
      	
              [_____]

            	
              [_____]

            	
              [_____]

            


    

    



    
      
         


      

      
        Exhibit
B-4

        
          

        

      

      
         


      

    


    Hyundai
Auto Receivables Trust 2010-A

    


    
      	
              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

            	 
      	 
      	 
      	
              [_____]

            


    

    


    



    
      
         


      

      
        Exhibit
B-5

        
          

        

      

      
         


      

    


    


    EXHIBIT
C

     

    Form of Servicer’s
Certificate

     

    Collection
Period:                                           ________________

    Distribution
Date:                                           ________________

     

    Hyundai
Auto Receivables Trust 2010-A

     

    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 May 13, 2010 among Hyundai Auto
Receivables Trust 2010-A, as Issuer, Hyundai ABS Funding Corporation, as
Depositor, HCA, as Seller and Servicer, and Citibank, N.A., 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:

                  


          

        

      

    

     

    
      
      

    

    
      
         


      

      
        
          Exhibit
C-1  

        

        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    Form of
Indenture Trustee’s Annual Sarbanes Certification

    


     

    
      	
              Re:

            	
              HYUNDAI
      AUTO RECEIVABLES TRUST 2010-A

            


    

     

    Citibank,
N.A., 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 May 13, 2010, by and
among Hyundai Auto Receivables Trust 2010-A, 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.

     

    CITIBANK,
N.A., not in its individual
capacity but solely as Indenture Trustee

    Date: _________________________

     


    
      
         


      

      
        
          Exhibit
D-1  

        

        
          

        

      

      
         


      

    


    SCHEDULE
A

     

    Schedule of
Receivables

     

    [Delivered
to the Trust at Closing]

     


    
      
         


      

      
        
          Schedule
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

                  	 	
                    $26,252,479.53

                  
	
                    June 2010

                  	 	
                    $24,889,282.06

                  
	
                    July 2010

                  	 	
                    $23,962,463.95

                  
	
                    August 2010

                  	 	
                    $23,054,024.05

                  
	
                    September
    2010

                  	 	
                    $22,164,045.04

                  
	
                    October
2010

                  	 	
                    $21,292,609.99

                  
	
                    November
    2010

                  	 	
                    $20,439,797.80

                  
	
                    December
    2010

                  	 	
                    $19,605,692.17

                  
	
                    January
2011

                  	 	
                    $18,790,375.30

                  
	
                    February
    2011

                  	 	
                    $17,993,928.20

                  
	
                    March 2011

                  	 	
                    $17,216,431.03

                  
	
                    April 2011

                  	 	
                    $16,457,960.29

                  
	
                    May 2011

                  	 	
                    $15,718,599.61

                  
	
                    June 2011

                  	 	
                    $14,998,431.51

                  
	
                    July 2011

                  	 	
                    $14,297,538.38

                  
	
                    August 2011

                  	 	
                    $13,616,005.70

                  
	
                    September
    2011

                  	 	
                    $12,953,914.97

                  
	
                    October
2011

                  	 	
                    $12,311,322.29

                  
	
                    November
    2011

                  	 	
                    $11,688,257.87

                  
	
                    December
    2011

                  	 	
                    $11,084,700.19

                  
	
                    January
2012

                  	 	
                    $10,500,692.63

                  
	
                    February
    2012

                  	 	
                    $9,936,284.16

                  
	
                    March 2012

                  	 	
                    $9,391,534.40

                  
	
                    April 2012

                  	 	
                    $8,866,496.78

                  
	
                    May 2012

                  	 	
                    $8,361,233.94

                  
	
                    June 2012

                  	 	
                    $7,875,788.58

                  
	
                    July 2012

                  	 	
                    $7,410,216.98

                  
	
                    August 2012

                  	 	
                    $6,964,574.64

                  
	
                    September
    2012

                  	 	
                    $6,538,867.46

                  
	
                    October
2012

                  	 	
                    $6,132,678.41

                  
	
                    November
    2012

                  	 	
                    $5,744,785.52

                  
	
                    December
    2012

                  	 	
                    $5,374,172.28

                  
	
                    January
2013

                  	 	
                    $5,020,211.74

                  
	
                    February
    2013

                  	 	
                    $4,682,118.16

                  
	
                    March 2013

                  	 	
                    $4,359,132.78

                  
	
                    April 2013

                  	 	
                    $4,050,537.91

                  
	
                    May 2013

                  	 	
                    $3,755,608.98

                  


          

        

      

    


    
      
         


      

      
        
          Schedule
B-1  

        

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  	
                          
                            Payment
      Date

                          

                        	 	
                          
                            Yield
      Supplement

                            Overcollateralization

                            Amount

                          

                        
	
                          June 2013

                        	 	
                          $3,473,412.95

                        
	
                          July 2013

                        	 	
                          $3,203,369.59

                        
	
                          August 2013

                        	 	
                          $2,945,534.61

                        
	
                          September
    2013

                        	 	
                          $2,699,960.66

                        
	
                          October
2013

                        	 	
                          $2,466,679.75

                        
	
                          November
    2013

                        	 	
                          $2,245,689.24

                        
	
                          December
    2013

                        	 	
                          $2,036,989.13

                        
	
                          January
2014

                        	 	
                          $1,840,579.14

                        
	
                          February
    2014

                        	 	
                          $1,656,453.92

                        
	
                          March 2014

                        	 	
                          $1,484,538.60

                        
	
                          April 2014

                        	 	
                          $1,324,557.29

                        
	
                          May 2014

                        	 	
                          $1,175,868.00

                        
	
                          June 2014

                        	 	
                          $1,037,974.25

                        
	
                          July 2014

                        	 	
                          $910,828.49

                        
	
                          August 2014

                        	 	
                          $794,468.84

                        
	
                          September
    2014

                        	 	
                          $688,927.58

                        
	
                          October
2014

                        	 	
                          $594,050.87

                        
	
                          November
    2014

                        	 	
                          $509,331.49

                        
	
                          December
    2014

                        	 	
                          $434,398.69

                        
	
                          January
2015

                        	 	
                          $368,952.62

                        
	
                          February
    2015

                        	 	
                          $312,124.26

                        
	
                          March 2015

                        	 	
                          $262,902.65

                        
	
                          April 2015

                        	 	
                          $220,483.57

                        
	
                          May 2015

                        	 	
                          $183,989.16

                        
	
                          June 2015

                        	 	
                          $151,805.78

                        
	
                          July 2015

                        	 	
                          $122,797.12

                        
	
                          August 2015

                        	 	
                          $96,974.97

                        
	
                          September
    2015

                        	 	
                          $74,350.77

                        
	
                          October
2015

                        	 	
                          $54,919.64

                        
	
                          November
    2015

                        	 	
                          $38,651.43

                        
	
                          December
    2015

                        	 	
                          $25,513.33

                        
	
                          January
2016

                        	 	
                          $15,444.37

                        
	
                          February
    2016

                        	 	
                          $8,183.25

                        
	
                          March 2016

                        	 	
                          $3,398.58

                        
	
                          April 2016

                        	 	
                          $805.90

                        
	
                          May 2016 (and
      thereafter)

                        	 	
                          $0.00

                        


                

              

            

          

        

      

    


    
      
         


      

      
        Schedule B-2  

        
          

        

      

      
         


      

    


    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.



    
      
         


      

      
        
          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

     


    
      
         


      

      
        
          Schedule
I-1