Exhibit 10.1


 


OMNIBUS DISTRIBUTION AND TERMINATION AGREEMENT


 


This OMNIBUS DISTRIBUTION
AND TERMINATION AGREEMENT, dated as of May 10, 2022, (this “Agreement”), is entered into by and among Hyundai
Capital America (“HCA”), Hyundai ABS Funding, LLC (the “Depositor”), Hyundai Auto Receivables Trust
2018-A (the “Issuing Entity”) Citibank, N.A., not in its individual capacity but solely as indenture trustee (the
 “Indenture Trustee”) and U.S. Bank Trust National Association, not in its individual capacity but solely as owner
trustee (the “Owner Trustee”).


 


RECITALS:


 


Reference is made to the
following documents (collectively, the “Transaction Documents”):


 


(a)
           the Indenture, dated as of
April 18, 2018 (the “Indenture”), between the Issuing Entity and the Indenture Trustee;


 


(b)          the
Receivables Purchase Agreement, dated as of April 18, 2018 (the “Receivables Purchase Agreement”), between
the Depositor and HCA;


 


(c)
          the Sale and Servicing
Agreement, dated as of April 18, 2018 (the “Sale and Servicing Agreement”), among the Issuing Entity, the
Depositor, HCA and the Indenture Trustee;


 


(d)
          the Administration Agreement, dated as
of April 18, 2018 (the “Administration Agreement”), among the Issuing Entity, HCA and the Indenture Trustee;
and


 


(e)
          the Amended and Restated Trust
Agreement, dated as of April 18, 2018 (the “Trust Agreement”), among the Depositor, the Owner Trustee and
HCA.


 


WHEREAS, the parties
to this Agreement, including all holders of Outstanding Notes and Certificates have agreed to terminate the Transaction Documents and
discharge all remaining obligations thereunder upon the final payment on the Notes and all other outstanding obligations on May 16,
2022;


 


NOW, THEREFORE, in
consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be bound, agree as follows:


 


ARTICLE II  AGREEMENT.


 


SECTION 2.01        HCA
hereby represents and warrants that it is, and as of May 16, 2022, will be, the sole beneficial owner of all Notes issued and Outstanding
under the Indenture. The Depositor hereby represents and warrants that it is, and as of May 16, 2022, will be, the sole beneficial
owner of all Certificates issued and Outstanding under the Trust Agreement.


 






     


     


    

 


SECTION 2.02        Each
of HCA, as the sole noteholder and the Depositor, as the sole certificateholder under the Transaction Documents, hereby consents to the
termination of the Transaction Documents after the final payment of $27,679,186.07 the (“Payoff Amount”). Upon receipt
by HCA of the Payoff Amount, HCA hereby directs the Indenture Trustee to release the Collateral from the lien of the Indenture and further
directs the Receivables to be distributed to the Depositor and by the Depositor to HCA. HCA, as Administrator on behalf of the Issuing
Entity, hereby instructs the Indenture Trustee to execute a satisfaction and release in a form acceptable to the Administrator and the
Indenture Trustee on May 16, 2022.


 


SECTION 2.03        The
parties hereto consent and agree to waive (a) the requirement under Section 5.07 of the Sale and Servicing Agreement with regard
to the delivery of a statement to Noteholders for the May 2022 Payment Date and (b) the requirement under Section 4.09
of the Sale and Servicing Agreement with regard to the delivery of a Servicer’s Certificate for the May 2022 Payment Date.


 


SECTION 2.04        The
parties hereto consent and agree to the termination and discharge of the Transaction Documents effective as of May 16, 2022.


 


ARTICLE III  MISCELLANEOUS
PROVISIONS.


 


SECTION 3.01       Conditions
to Effectiveness.    This Agreement shall become effective upon the execution and delivery of this Agreement by each of the parties
hereto.


 


SECTION 3.02       Definitions;
Terms.      Capitalized terms used and not otherwise defined herein
are used as defined in Appendix A to the Sale and Servicing Agreement.


 


SECTION 3.03       Counterparts.    This Agreement may be executed in any number of counterparts (including in .pdf format), each of which when so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same instrument. Executed counterparts may be
delivered electronically.


 


SECTION 3.04       Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


 


SECTION 3.05       Effect
of Headings. The section headings are for purposes of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.


 


* * * * *


 






     


     


    

 


IN WITNESS WHEREOF, the parties
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 2021-B
		 	 
		By:	U.S. BANK TRUST NATIONAL ASSOCIATION,
 not in its individual capacity but solely as Owner
                                              Trustee
		 	 
		By:	/s/
                                            Mark Esposito
	 	Name:	Mark Esposito
	 	Title:	Vice President



 


[HART 2018-A Termination and Distribution Agreement]


 






     


     


    

 


		HYUNDAI ABS FUNDING, LLC,
		 	 
		 	 
		By:	/s/ Charley Yoon
	 	Name:  	Charley Yoon
	 	Title:	President and Secretary



 


[HART 2018-A Termination and Distribution Agreement]


 






     


     


    

 


		HYUNDAI CAPITAL AMERICA,
		 	 
		By:	/s/
                                            Charley Yoon
	 	Name:  	Charley Yoon
	 	Title:  	Treasurer



 


[HART 2018-A Termination and Distribution Agreement]


 






     


     


    

 


		CITIBANK, N.A.,
 not in its individual capacity but solely as Indenture
         Trustee
		 	 
		By:	/s/
                                            Kerry Hehir
	 	Name: 	Kerry Hehir
	 	Title: 	Senior Trust Officer



 


[HART 2018-A Termination and Distribution Agreement]


 






     


     


    

 


		U.S. BANK TRUST NATIONAL ASSOCIATION,
 not in its individual capacity
         but solely as Owner Trustee
		 	                   
		By:	/s/
                                            Mark Esposito                
	 	Name: 	Mark Esposito
	 	Title:	 Vice
President



 


[HART 2018-A Termination and Distribution Agreement]