ISDA International Swap Dealers Association, Inc. SCHEDULE to the Master Agreement dated as of September 28, 2007
Exhibit
10.2
ISDA
International
Swap Dealers Association, Inc.
SCHEDULE
to
the
Master
Agreement
dated
as
of September 28, 2007
between
HSBC
Bank
USA, National Association (“Party A”) and
Hyundai
Auto Receivables Trust 2007-A (“Party B”)
Part
1. Termination
Provisions.
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(a)
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The
following shall apply:
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(i) Termination
by Party A - Events of Default. Notwithstanding
the provisions of Section 5(a), the only events which will constitute Events
of
Default when they occur in relation to Party B will be those events specified
in
Sections 5(a)(i) (Failure To Pay Or Deliver), Section 5(a)(iii)(1) (Credit
Support Default) solely with respect to the return of Posted Collateral and
Section 5(a)(vii) (Bankruptcy), provided
that
with respect to Party B the provisions of Section 5(a)(vii) clauses (2),
(7) and
(9) will not be applicable as an Event of Default; clause (3) will not apply
to
Party B to the extent it refers to any assignment, arrangement or composition
that is effected by or pursuant to the Indenture; clause (4) will not apply
to
Party B to the extent that it refers to proceedings or petitions instituted
or
presented by Party A or any of its Affiliates; clause(6) will not apply to
Party
B to the extent that it refers to (i) any appointment that is contemplated
or
effected by the Indenture (as defined herein) or (ii) any appointment that
Party
B has not become subject to); clause (8) will not apply to Party B to the
extent
that it applies to Section 5(a)(vii)(2), (4), (6), and (7) (except to the
extent
that such provisions are not disapplied with respect to Party B).
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Accordingly,
the provisions of Section 5(a)(ii) (Breach Of Agreement), the provisions
of Section 5(a)(iii) (Credit Support Default) (other than Section
5(a)(iii)(1)), the provisions of Section 5(a)(iv) (Misrepresentation),
the
provisions of Section 5(a)(v) (Default Under Specified Transaction),
the
provisions of Section 5(a)(vi) (Cross Default), the provisions
of Section
5(a)(vii) (Bankruptcy) set forth in the proviso in the preceding
paragraph
and the provisions of Section 5(a)(viii) (Merger Without Assumption)
will
in no circumstances be regarded as having given rise to an Event
of
Default with respect to Party B.
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(ii) Termination
by Party A - Termination Events Notwithstanding
the provisions of Section 5(b), and save as otherwise provided herein, the
only
events which will constitute Termination Events when they occur in relation
to
Party B will be those events specified in Section 5(b)(i) (Illegality), Section
5(b)(ii) (Tax Event), Section 5(b)(iii) (Tax Event Upon Merger) and Section
5(b)(v) (Additional Termination Event); provided
that
Party A shall not be entitled to designate an Early Termination Date by
reason of a Tax Event Upon Merger in respect of which it is the Affected
Party.
Accordingly, the provisions of Section 5(b)(iv) (Credit Event Upon Merger)
will
not be regarded as having given rise to a Termination Event with respect
to
Party B.
1
(iii) Termination
by Party B
-
Events
of Default and Termination Events.
Save as
otherwise provided herein, the provisions of Section 5 will apply with respect
to Party A without amendment. For purposes of Section 5(a)(vi) (Cross Default),
the Threshold Amount applicable to Party A shall be 3% of shareholder equity
(excluding deposits).
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Notwithstanding
anything to the contrary in Section 5(a)(iii)(1), any failure by
Party A
to comply with or perform any obligation to be complied with or
performed
by Party A under the Credit Support Annex shall not constitute
an Event of
Default under Section 5(a)(iii) unless the ▇▇▇▇▇’▇ Second Rating Trigger
Requirements apply and 30 or more Local Business Days have elapsed
since
the last time the ▇▇▇▇▇’▇ Rating Second Trigger Requirements did not
apply.
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(b)
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“Specified
Entity” none
specified in relation to either Party A or Party
B.
|
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(c)
|
“Specified
Transaction” will
have the meaning specified in Section 14 of this
Agreement.
|
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(d)
|
The
“Automatic
Early Termination”
provision of Section 6(a) of this Agreement will not apply to Party
A and
will not apply to Party B.
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(e)
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Payments
on Early Termination.
For the purpose of Section 6(e) of this
Agreement:
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Market
Quotation will apply and the Second Method will apply; provided,
however,
with respect to an early termination in which Party A is the Defaulting
Party or sole Affected Party in respect of an Additional Termination
Event
or Tax Event Upon Merger, notwithstanding Section 6 of this Agreement,
the
following amendment to this Agreement set forth in paragraphs (i)
to (vi)
below shall apply:
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(i) The
definition of “Market Quotation” shall be deleted in its entirety and replaced
with the following:
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“Market
Quotation”
means, with respect to one or more Terminated Transactions, a Firm
Offer
which is (1) made by a Reference Market-maker that is an Eligible
Replacement, (2) for an amount that would be paid to Party B (expressed
as
a negative number) or by Party B (expressed as a positive number)
in
consideration of an agreement between Party B and such Reference
Market-maker to enter into a transaction (the “Replacement
Transaction”)
that would have the effect of preserving for such party the economic
equivalent of any payment or delivery (whether the underlying obligation
was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i)
in
respect of such Terminated Transactions or group of Terminated
Transactions that would, but for the occurrence of the relevant
Early
Termination Date, have been required after that Date, (3) made
on the
basis that Unpaid Amounts in respect of the Terminated Transaction
or
group of Transactions are to be excluded but, without limitation,
any
payment or delivery that would, but for the relevant Early Termination
Date, have been required (assuming satisfaction of each applicable
condition precedent) after that Early Termination Date is to be
included
and (4) made in respect of a Replacement Transaction with commercial
terms
substantially the same as those of this Agreement (save for the
exclusion
of provisions relating to Transactions that are not Terminated
Transactions).”
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2
(ii) The
definition of “Settlement Amount” shall be deleted in its entirety and replaced
with the following:
“Settlement
Amount”
means,
with respect to any Early Termination Date, an amount (as determined by Party
B)
equal to:
(a)
if,
on or
prior to such Early Termination Date, a Market Quotation for the relevant
Terminated Transaction or group of Terminated Transactions is accepted by
Party
B so as to become legally binding, the Termination Currency Equivalent of
the
amount (whether positive or negative) of such Market Quotation;
(b)
if,
on
such Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions is accepted by Party B so
as to
become legally binding and one or more Market Quotations have been communicated
to Party B and remain capable of becoming legally binding upon acceptance
by
Party B, the Termination Currency Equivalent of the amount (whether positive
or
negative) of the lowest of such Market Quotations;
(c)
if,
on
such Early Termination Date, no Market Quotation for the relevant Terminated
Transaction or group of Terminated Transactions is accepted by Party B so
as to
become legally binding and no Market Quotations have been communicated to
Party
B and remain capable of becoming legally binding upon acceptance by Party
B,
Party B’s Loss (whether positive or negative and without reference to Unpaid
Amounts) for the relevant Terminated Transaction or group of Terminated
Transactions; and
(d)
at
any
time on or before such Early Termination Date at which two or more Market
Quotations have been communicated to Party B and remain capable of becoming
legally binding upon acceptance by Party B, Party B shall be entitled to
accept
only the lowest of such Market Quotations (for the avoidance of doubt, (i)
a
Market Quotation expressed as a negative number is lower than a Market Quotation
expressed as a positive number and (ii) the lower of two Market Quotations
expressed as negative numbers is the one with the largest absolute
value).“
(iii) For
the
purpose of sub-paragraph (4) of the definition of Market Quotation, Party B
shall determine in its sole discretion, acting in a commercially reasonable
manner, whether a Firm Offer is made in respect of a Replacement Transaction
with commercial terms substantially the same as those of this Agreement (save
for the exclusion of provisions relating to Transactions that are not Terminated
Transactions).
3
(iv) Party
B
undertakes to use its reasonable efforts to obtain at least one Market Quotation
before the Early Termination Date.
(v) If
Party
B requests Party A in writing to obtain Market Quotations, Party A shall
use its
reasonable efforts to do so before the Early Termination Date.
(vi) If
the
Settlement Amount is a negative number, Section 6(e)(i)(3) of this Agreement
shall be deleted in its entirety and replaced with the following:
“Second
Method and Market Quotation”.
If
Second Method and Market Quotation apply, (1) Party B shall pay to Party
A an
amount equal to the absolute value of the Settlement Amount in respect of
the
Terminated Transactions, (2) Party B shall pay to Party A the Termination
Currency Equivalent of the Unpaid Amounts owing to Party A and (3) Party
A shall
pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
owing
to Party B, provided that, (i) the amounts payable under (2) and (3) shall
be
subject to netting in accordance with Section 2(c) of this Agreement and
(ii)
notwithstanding any other provision of this Agreement, any amount payable
by
Party A under (3) shall not be netted-off against any amount payable by Party
B
under (1).”
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(f)
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“Termination
Currency” means
U.S. Dollars.
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(g)
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Additional
Termination Event will
apply. Each of the following events shall constitute an Additional
Termination Event hereunder:
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(i) Liquidations
of Collateral.
The
following shall constitute an Additional Termination Event in which Party
B
shall be the sole Affected Party: Any liquidation of
the
Collateral occurs following an Event of Default under the Indenture or the
Notes
are otherwise redeemed or prepaid in full other than in connection with an
optional purchase of Receivables pursuant to Section 9.01 of the Sale and
Servicing Agreement.
(ii) Amendment
to Indenture.
The
following shall constitute an Additional Termination Event in which Party
B
shall be the sole Affected Party: An amendment and/or supplement is made
to the
Indenture without the prior written consent of Party A if such amendment
and/or
supplement would materially and adversely affect Party A’s interests hereunder
or under the Transaction and such consent is required under the
Indenture.
(iii) Regulation
AB Financial Disclosure.
The
following shall constitute an Additional Termination Event in which Party
A
shall be the sole Affected Party: The failure of Party A to materially comply
with or materially perform any agreement or undertaking to be complied with
or
performed by Party A under Part 5(t) of this Schedule.
(iv) S&P
or Fitch Downgrade of Party A.
The
failure by Party A to post Eligible Collateral in accordance with the terms
of
the Credit Support Annex or to obtain a Eligible Guarantee in accordance
with
Part 5(q) of this Schedule or to transfer its rights and obligations hereunder
to an Eligible Replacement in accordance with Part 5(q) of this Schedule
shall
constitute an Additional Termination Event for which Party A shall be the
sole
Affected Party.
4
(v) ▇▇▇▇▇’▇
First Rating Trigger Collateral.
The
following shall constitute an Additional Termination Event in which Party
A is
the sole Affected Party: Party A has failed to comply with or perform any
obligation to be complied with or performed by Party A in accordance with
the
Credit Support Annex and either (x) the ▇▇▇▇▇’▇ Second Rating Trigger
Requirements do not apply or (y) less than 30 Local Business Days have elapsed
since
the
last time the ▇▇▇▇▇’▇
Second
Rating Trigger Requirements did not apply.
(vi) ▇▇▇▇▇’▇
Second Rating Trigger Replacement.
The
following shall constitute an Additional Termination Event in which Party
A is
the sole Affected Party: (x) The ▇▇▇▇▇’▇ Second Rating Trigger Requirements
apply and 30 or more Local Business Days have elapsed since the last time
the
▇▇▇▇▇’▇ Second Rating Trigger Requirements did not apply and (y) (A) at least
one Eligible Replacement has made a Firm Offer (which remains capable of
becoming legally binding upon acceptance) to be the transferee of a transfer
to
be made in accordance with Part 5(e) below and/or (B) at least one entity
with
the ▇▇▇▇▇’▇ First Trigger Required Ratings and/or the ▇▇▇▇▇’▇ Second Trigger
Required Ratings has made a Firm Offer (which remains capable of becoming
legally binding upon acceptance by the offeree) to provide an Eligible Guarantee
in respect of all of Party A’s present and future obligations under this
Agreement.
(A) The
“▇▇▇▇▇’▇ First Rating Trigger Requirements” shall apply so long as no Relevant
Entity has the ▇▇▇▇▇’▇ First Trigger Required Ratings.
An
entity
shall have the “▇▇▇▇▇’▇
First Trigger Required
Ratings”
(x)
where such entity is the subject of a ▇▇▇▇▇’▇ Short-term Rating, if such rating
is “Prime-1”
and its long-term, unsecured and unsubordinated debt obligations are rated
“A2”
or above by ▇▇▇▇▇’▇ and (y) where such entity is not the subject of a ▇▇▇▇▇’▇
Short-term Rating, if its long-term, unsecured and unsubordinated debt
obligations are rated “A1” or above by ▇▇▇▇▇’▇.
(B) So
long
as the ▇▇▇▇▇’▇
First
Rating Trigger Requirements apply,
Party A
will at its own cost use commercially reasonable efforts to, as soon as
reasonably practicable, (x)
procure an Eligible Guarantee
in
respect of all of Party A’s present and future obligations under this Agreement
to be provided by a guarantor
with the
▇▇▇▇▇’▇ First Trigger Required Ratings, (y) transfer to Party B the amount
of Eligible Collateral required under the Credit Support Annex or
(z)
transfer this Agreement in accordance with Part 5(e) below.
(C) The
“▇▇▇▇▇’▇ Second Rating Trigger Requirements” shall apply so long as no Relevant
Entity has the ▇▇▇▇▇’▇ Second Trigger Required Ratings.
An
entity
shall have the “▇▇▇▇▇’▇ Second
Trigger Required Ratings”
(x)
where such entity is the subject of a ▇▇▇▇▇’▇ Short-term Rating, if such rating
is “Prime-2”
or above and its long-term, unsecured and unsubordinated debt obligations
are
rated“A3”
or
above by ▇▇▇▇▇’▇ and (y) where such entity is not the subject of a ▇▇▇▇▇’▇
Short-term Rating, if its long-term, unsecured and unsubordinated debt
obligations are rated “A3” or above by ▇▇▇▇▇’▇.
5
(D) So
long
as the ▇▇▇▇▇’▇
Second
Rating Trigger Requirements apply,
Party A
will at its own cost use commercially reasonable efforts to, as soon as
reasonably practicable, either (x)
procure an Eligible Guarantee
in
respect of all of Party A’s present and future obligations under this Agreement
to be provided by a guarantor with the ▇▇▇▇▇’▇ First Trigger Required Ratings
and/or the ▇▇▇▇▇’▇ Second Trigger Required Ratings or (y) transfer this
Agreement in accordance with Part 5(e) below, and
in
both the case of (x) and (y), transfer to Party B the amount of Eligible
Collateral required under the Credit Support Annex.
In
the
event of an Early Termination Date in respect of a Party A Rating Downgrade,
an
S&P Required Ratings Downgrade, a Fitch Required Ratings Downgrade, a
▇▇▇▇▇’▇ First Rating Trigger Replacement or a ▇▇▇▇▇’▇ Second Rating Trigger
Replacement and the entering into by Party B of alternative swap arrangements,
Party A shall pay all reasonable out-of-pocket expenses, including legal
fees
and stamp taxes, relating to the entering into of such alternative swap
arrangements.
Part
2. Tax
Representations
| (a) |
Payer
Representations.
For the purpose of Section 3(e) of this Agreement, Party A will make
the following representation and Party B will make the following
representation:
|
It
is not
required by any applicable law, as modified by the practice of any relevant
governmental revenue authority, of any Relevant Jurisdiction to make any
deduction or withholding for or on account of any Tax from any payment (other
than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
be made
by it to the other party under this Agreement. In making this representation,
it
may rely on (i) the accuracy of any representations made by the other party
pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the
agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
the
accuracy and effectiveness of any document provided by the other party pursuant
to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction
of
the agreement of the other party contained in Section 4(d) of this Agreement,
provided that it shall not be a breach of this representation where reliance
is
placed on clause (ii) and the other party does not deliver a form or document
under Section 4(a)(iii) of this Agreement by reason of material prejudice
to its
legal or commercial position.
| (b) |
Payee
Representations.
For the purpose of Section 3(f) of this Agreement, Party A and
Party B
will make the representations in (i) and (ii)
below.
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(i) Party
A
represents that it is a national banking association organized under the
laws of
the United States.
(ii) Party
B
represents that it is a Delaware statutory trust organized or formed under
the
laws of the State of Delaware.
6
Part
3. Agreement
to Deliver Documents.
For
the
purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees
to
deliver the following documents, as applicable:
(a) Tax
forms, documents or certificates to be delivered are:
Party
A
and Party B shall promptly deliver to the other party (or as directed) any
form
or document accurately completed and in a manner reasonably satisfactory
to the
other party that may be required or reasonably requested in order to allow
the
other party to make a payment under a Transaction without any deduction or
withholding for or on account of any Tax or with such deduction or withholding
at a reduced rate, promptly upon reasonable demand by the other
party.
(b) Other
documents to be delivered are:
|
Party
required to
deliver
document
|
Form/Document/
Certificate
|
Date
by which to be
delivered
|
Covered
by Section 3(d)
Representation
of
this
Agreement
|
|||
|
Party
A and Party B
|
Evidence
of the authority of the signatories of this Agreement including
specimen
signatures of such signatories.
|
Upon
execution of this Agreement.
|
Yes
|
|||
|
Party
A
|
An
opinion of counsel addressed to Party B in form and substance reasonably
acceptable to Party B.
|
Upon
execution of this Agreement.
|
No
|
|||
|
Party
B
|
An
opinion of Party B’s counsel addressed to Party A in form and substance
reasonably acceptable to Party A.
|
Upon
execution of this Agreement.
|
No
|
|||
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Party
B
|
A
duly executed certificate of the secretary or assistant secretary
of the
Owner Trustee of Party B certifying the name and true signature
of each
person authorized to execute this Agreement and enter into Transactions
for Party B.
|
Upon
execution of this Agreement.
|
Yes
|
|||
|
Party
B
|
Copies
of executed Indenture and Sale and Servicing Agreement.
|
Upon
execution of such Agreements
|
Yes
|
7
|
Party
required to
deliver
document
|
Form/Document/
Certificate
|
Date
by which to be
delivered
|
Covered
by Section 3(d)
Representation
of
this
Agreement
|
|
Party
A
|
Financial
data relating to Party A, as required pursuant to Part 5(t) of
this Schedule.
|
As
required pursuant to Part 5(t) of this Schedule.
|
Yes
|
|||
|
Party
A
|
Executed
Indemnification and Disclosure Agreement, among Party A, Hyundai
Motor Finance Company and Hyundai ABS Funding Corporation, relating
to
Party A’s furnished information for use in the Prospectus and other
matters.
|
Upon
or prior to execution of this Agreement
|
Yes
|
Part
4. Miscellaneous.
| (a) |
Addresses
for Notices.
For the purpose of Section 12(a) of this
Agreement:
|
Address
for notices or communications to Party A:
HSBC
Bank
USA, National Association
▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attention:
Legal Department
Telephone
No.: ▇▇▇-▇▇▇-▇▇▇▇
Facsimile
No.: ▇▇▇-▇▇▇-▇▇▇▇
Address
for notices or communications to Party B:
c/o
Wilmington Trust Company, as Owner Trustee
▇▇▇▇▇▇
Square North
▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention:
Corporate Trust Administration
With
a
copy to:
Hyundai
Motor Finance Company
▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
Manager, Treasury Operations
Telephone
No.: (▇▇▇) ▇▇▇-▇▇▇▇
8
With
a
copy to the Indenture Trustee at:
▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Facsimile
number (▇▇▇) ▇▇▇-▇▇▇▇
Attention:
Structured Finance Agency and Trust-Hyundai Auto Receivables Trust
2007-A
| (b) |
Process
Agent.
For the purpose of Section 13(c) of this
Agreement:
|
| Party A appoints as its Process Agent |
Not
applicable
|
| Party B appoints as its Process Agent |
Not
applicable
|
|
(c)
|
Notices.
Section 12(a) of the Agreement is amended by adding the words in
the third
line thereof after the phrase “messaging system” and before the “)” the
words “; provided, however, any such notice or other communication may
be
given by facsimile transmission if telex is unavailable, no telex
number
is supplied by the party providing notice, or if answer back confirmation
is not received from the party to whom the telex is
sent.”
|
|
(d)
|
Offices.
The provisions of Section 10(a) of this Agreement will apply to
this
Agreement.
|
| (e) |
Multibranch
Party. For
the purpose of Section 10(c) of this
Agreement:
|
Party
A
is not a Multibranch Party.
Party
B
is not a Multibranch Party.
|
(f)
|
Calculation
Agent.
The Calculation Agent is Party B, unless otherwise specified in
a
Confirmation in relation to the relevant
Transaction.
|
| (g) |
Credit
Support Document.
Details of any Credit Support
Document:
|
| With respect to Party A: |
The
Credit Support Annex and any Eligible Guarantee in support of Party
A’s
obligations under this Agreement
|
| With respect to Party B: |
The
Credit Support Annex solely with respect to Party B’s obligations under
paragraph 3(b) of the Credit Support
Annex
|
| (h) |
Credit
Support Provider.
Credit Support Provider means in relation to
|
| Party A: |
The
guarantor under any Eligible Guarantee in support of Party A’s obligations
under this Agreement.
|
| Party B: |
Not
applicable.
|
|
(i)
|
9
|
(j)
|
Netting
of Payments. The
limitation set forth in Section 2(c)(ii) of this Agreement will
apply and
therefore the netting in Section 2(c) of this Agreement will be
limited to
the same Transaction.
|
|
(k)
|
“Affiliate”
will have the meaning specified in Section 14 of this
Agreement.
|
| (l) |
No
Gross Up by Party B. Section
2(d)(i)(4) is hereby deleted and replaced by the
following:
|
“(4) (A) If
Party
A is the party so required to deduct or withhold, then Party A shall make
such
additional payment as is necessary to ensure that the net amount actually
received by Party B (free and clear of all Taxes, whether assessed against
it or
Party B) will equal the full amount Party B would have received had no such
deduction or withholding been required; and
(B) if
Party
B is the party so required to deduct or withhold, then Party B shall make
the
relevant payment subject to such deduction or withholding and Party B will
not
be required to gross up.
|
For
the avoidance of doubt, the fact that any payment is made by Party
B
subject to the provisions of (B) above shall at no time affect
the
obligations of Party A under (A)
above.”
|
Part
5. Other
Provisions.
|
(a)
|
ISDA
Definitions
|
The
definitions and provisions contained in the 2006 ISDA Definitions (the “2006
Definitions”) as published by the International Swaps and Derivatives
Association, Inc. are incorporated by reference into this Agreement. The
Agreement and each Transaction will be governed by the 2006 Definitions as
they
may be officially amended and supplemented from time to time by
ISDA.
For
the
sake of clarity, unless otherwise specified in this Agreement, the following
documents shall govern in the order in which they are listed in the event
of any
inconsistency between any of the documents:
(i)
the
Confirmation;
(ii)
the
Schedule;
(iii)
the
2006
Definitions; and
(iv)
the
printed form of ISDA Master Agreement.
|
(b)
|
Relationship
Between Parties
|
Each
party will be deemed to represent to the other party on the date on which
it
enters into a Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for the
Transaction):
(i) Non-Reliance.
It
is
acting for its own account, and it has made its own independent decisions
to
enter into that Transaction and as to whether that Transaction is appropriate
or
proper for it based upon its own judgement and upon advice from such advisors
as
it has deemed necessary. It is not relying on any communication (written
or
oral) of the other party as investment advice or as a recommendation to enter
into that Transaction; it being understood that information and explanations
related to the terms and conditions of a Transaction shall not be considered
investment advice or a recommendation to enter into that Transaction. It
has not
received from the other party any assurance or guarantee as to the expected
results of that Transaction.
10
(ii) Assessment
and Understanding. It
is
capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is also capable of assuming,
and assumes, the risks of that Transaction.
(iii) Status
of Parties.
Each
party is acting as principal and not as agent and the other party is not
acting
as a fiduciary for or as an advisor to it in respect of that
Transaction.
(iv) Eligible
Contract Participant.
It is
an “eligible contract participant” as defined in Section 1a(12) of the U.S.
Commodity Exchange Act, 7 U.S.C. Section 1a(12).
(v) FDIC
Requirements.
If it is
a bank subject to the requirements of 12 U.S.C. § 1823(e), the necessary action
to authorize referred to in the representation in Section 3(a)(ii) includes
all
authorizations required under the Federal Deposit Insurance Act as amended,
including amendments effected by the Financial Institutions Reform, Recovery
and
Enforcement Act of 1989, and under any agreement, writ, decree, or order
entered
into with such party’s supervisory authorities. At all times during the term of
this Agreement, such party will continuously include and maintain as part
of its
official written books and records this Agreement, this Schedule and all
other
exhibits, supplements, and attachments hereto and documents incorporated
by
reference herein, all Confirmations, and evidence of all necessary
authorizations.
(vi) ERISA.
It
continuously represents that it is not (i) an employee benefit plan (an
“ERISA
Plan”)
as
defined in Section 3(3) of the Employee Retirement Income Security Act of
1974,
as amended (“ERISA”),
subject to Title 1 of ERISA or Section 4975 of the Internal Revenue Code
of
1986, as amended, (ii) a person or entity acting on behalf of an ERISA Plan
or
(iii) a person or entity the assets of which constitute assets of an ERISA
Plan.” It will provide notice to the other party in the event that it is aware
that it is in breach of any aspect of this representation or is aware that
with
the passing of time, giving of notice or expiry of any applicable grace period,
it will breach this representation.
|
(c)
|
Waiver
of Jury Trial.
Each party hereby irrevocably waives any and all rights to trial
by jury
with respect to any legal proceeding arising out of or relating
to this
Agreement or any Transaction contemplated
hereby.
|
| (d) |
Severability.
Any
provision of this Agreement which 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 of the Agreement or affecting the validity or enforceability
of
such provision in any other jurisdiction unless such severance
shall
substantially impair the benefits of the remaining portions of
this
Agreement or changes the reciprocal obligations of the parties.
The
parties hereto shall endeavour in good faith negotiations to replace
the
prohibited or unenforceable provision with a valid provision, the
economic
effect of which comes as close as possible to that of the prohibited
or
unenforceable provision.
|
11
|
(e)
|
Transfers.
Notwithstanding the provisions of Section
7:
|
(i) No
transfer by Party A of this Agreement or any interest or obligation in or
of
Party A under this Agreement shall be effective unless:
|
(A)
|
Party
B consents to such transferee;
|
|
(B)
|
The
Rating Agency Condition shall have been
satisfied;
|
|
(C)
|
Party
A shall have given Party B, the Servicer and the Indenture Trustee
at
least twenty days prior written notice of the proposed transfer;
and
|
|
(D)
|
such
transfer otherwise complies with the terms of the Indenture and
the other
Transaction Agreements.
|
(ii) Except
to
the extent contemplated by the Indenture, neither this Agreement nor any
interest in or under this Agreement may be transferred by Party B to any
other
entity save with Party A’s prior written consent (such consent not to be
unreasonably withheld or delayed).
(iii) Paragraphs
(i) and (ii) above are subject to the following exceptions:
(A) a
party
may make such a transfer of this Agreement pursuant to a consolidation or
amalgamation with, or merger with or into, or transfer of all or substantially
all its assets to, another entity (but without prejudice to any other right
or
remedy under this Agreement);
(B) a
party
may make such a transfer of all or any part of its interest in any amount
payable to it from a Defaulting Party under Section 6(e).
(iv)
If
an
Eligible Replacement has made a Firm Offer (which remains an offer that will
become legally binding upon acceptance by Party B) to be the transferee pursuant
to a transfer in accordance with this Part 5(e), Party B shall, at Party
A’s
written request and at Party A’s expense, take any reasonable steps required to
be taken by Party B to effect such transfer.
(v) Upon
the
effectiveness of any transfer, each of Party A and Party B shall be released
(in
each case to the extent of the obligations so transferred) from its obligations
as a party to this Agreement without any further notification or other
action.
| (f) |
Permitted
Security Interest. For
purposes of Section 7 of this Agreement, Party A hereby consents
to the
Permitted Security Interest.
|
“Permitted
Security Interest” means
the
pledge and assignment by Party B of the Swap Collateral to the Indenture
Trustee
pursuant to the Indenture, and the granting to the Indenture Trustee of a
security interest in the Swap Collateral pursuant to the Indenture.
“Swap
Collateral”
means
all right, title and interest of Party B in this Agreement, each Transaction
hereunder, and all present and future amounts payable by Party A to Party
B
under or in connection with this Agreement or any Transaction governed by
this
Agreement, including, without limitation, any transfer or termination of
any
such Transaction.
12
“Indenture
Trustee” means
Citibank, N.A. or any successor, acting as Indenture Trustee pursuant to
the
Indenture.
|
(g)
|
Absence
of Certain Events.
Section 3(b) of this Agreement is hereby amended by inserting the
parenthetical “(with respect to Party A only)” immediately after the
phrase “No Event of Default or”.
|
|
(h)
|
Events
of Default.
Section 5(a)(i) of this Agreement is hereby amended by changing
the word
“third” to “first” in the phrase “if such failure is not remedied on or
before the third Local Business Day after notice of such failure
is given
to the party”.
|
|
(i)
|
Payment
on Early Termination. Except
to the extent set forth in Section 5.05(b) of the Sale and Servicing
Agreement, if an
Early Termination Date occurs in respect of which Party A is the
Defaulting Party or the sole Affected Party with respect to an
Additional
Termination Event, Party B will not be required to pay any amounts
payable
to Party A under Section 6(e) in respect of such Early Termination
Date,
and Party A will not be permitted to set-off in respect of such
amounts,
until payment in full of all amounts outstanding under the Notes.
|
|
(j)
|
No
Set-Off.
Party A and Party B hereby waive any and all right of set-off with
respect
to any amounts due under this Agreement or any Transaction, provided
that
nothing herein shall be construed to waive or otherwise limit the
netting
provisions contained in Sections 2(c) of this Agreement or Paragraph
8 of
the Credit Support Annex.
|
|
(k)
|
Indenture.
Party
B hereby acknowledges that Party A is a secured party under the
Indenture
with respect to this Agreement, and Party B agrees for the benefit
of
Party A that it will not amend the Indenture in a manner which
materially
and adversely affects the rights or obligations of Party A under the
Indenture unless Party A shall have consented in writing to such
action, if such consent is required pursuant to the Indenture.
|
|
(l)
|
Limited
Recourse.
The liability of Party B to Party A hereunder is limited in recourse
solely to the amounts payable to Party A from the Available Amounts
and
the Reserve Account Withdrawal Amount in accordance with the priority
of
payments set forth in Section 5.05(b) of the Sale and Servicing
Agreement.
The provisions of this paragraph shall survive the termination
of this
Agreement.
|
| (m) |
No
Petition. Party
A hereby covenants and agrees that prior to the date which is one
year
(or, if longer, the applicable preference period) and one day after
payment in full of all obligations of each Bankruptcy Remote Party
in
respect of all securities issued by any Bankruptcy Remote Party
(i) it
shall not authorize any Bankruptcy Remote Party to commence a voluntary
winding-up or other voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to such
Bankruptcy Remote Party or its debts under any bankruptcy, insolvency
or
other similar law now or hereafter in effect in any jurisdiction
or
seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to
such
Bankruptcy Remote Party or any substantial part of its property
or to
consent to any such relief or to the appointment of or taking possession
by any such official in an involuntary case or other proceeding
commenced
against such Bankruptcy Remote Party, or to make a general assignment
for
the benefit of any party hereto or any other creditor of such Bankruptcy
Remote Party, and (ii) it shall not commence or join with any other
Person
in commencing any proceeding against such Bankruptcy Remote Party
under
any bankruptcy, reorganization, liquidation or insolvency law or
statute
now or hereafter in effect in any jurisdiction. This section shall
survive
the termination of this Agreement.
|
13
|
As
used above, “Bankruptcy
Remote Party”
means Hyundai ABS Funding Corporation and Party B.
|
|
(n)
|
Confirmation.
Each party acknowledges and agrees that the Confirmations executed
as of
the date hereof and designated as Party A Reference Numbers 486839HN
and
486842HN shall be the only Transaction governed by this Agreement
(it
being understood that, in the event such Confirmations shall be
amended
(in any respect), such amendment shall not constitute (for purposes
of
this paragraph) a separate Transaction or a separate Confirmation).
Party
A and Party B shall not enter into any additional Confirmations
or
Transactions hereunder.
|
|
(o)
|
Potential
Events of Default.
Section 2(a)(iii) is amended by the deletion of the words “or Potential
Event of Default”.
|
|
(p)
|
Limitation
of Liability. Notwithstanding
anything contained herein to the contrary, in executing this Agreement
(including the Schedule, Credit Support Annex and each Confirmation)
on
behalf of Party B, Wilmington Trust Company (the “Owner
Trustee”)
and the Indenture Trustee are acting solely in its capacity as
owner
trustee of Party B and indenture trustee, respectively, and not
in its
individual capacity, and in no event shall either one of them,
in their
individual capacity, have any liability for the representations,
warranties, covenants, agreements or other obligations of Party
B
hereunder, for which recourse shall be had solely to the assets
of Party
B, except to the extent of its fraud, breach of trust or willful
misconduct.
|
|
(q)
|
S&P
and Fitch Downgrade of Party A. In
the event that (i) the Relevant Entity’s short-term
unsecured and unsubordinated debt rating is downgraded below “A-1” by
S&P (or if its short-term rating is not available by S&P, in the
event that its long-term unsecured and unsubordinated debt rating
is
downgraded below “A+” by S&P)
and
such Relevant Entity is a Financial Institution (an “S&P
Approved Ratings Downgrade”)
or
(ii) Fitch assigns to the Relevant Entity a rating lower than the
Fitch Approved Ratings ((a “Fitch
Approved Ratings Downgrade”,
and together with an S&P Approved Ratings Downgrade, a “Party
A Ratings
Downgrade”),
Party A shall within two (2) Local Business Days following the
date of
such Party A Ratings Downgrade, give Party B, the Servicer and
the
Indenture Trustee written notice of the occurrence of such Party
A Ratings
Downgrade, and within 30 calendar
days after a Fitch Approved Rating Downgrade or within
10 Business Days after an
S&P Approved Ratings Downgrade,
either (i) transfer (at its own cost) Party A’s rights and obligations
hereunder to an Eligible Replacement promptly in accordance with
Part 5(e)
of this Schedule, (ii) post Eligible Collateral in accordance with
the
Credit Support Annex or (iii) obtain (at Party A’s expense) an Eligible
Guarantee or other similar assurance in respect of Party A’s obligations
under this Agreement that satisfies the Rating Agency Condition.
|
If
(i)
an
S&P Required Rating Downgrade
(as
defined below) shall occur and be continuing with respect to a Relevant
Entity
or
(ii)
Fitch (x) assigns to the Relevant Entity a rating lower than the Fitch Required
Ratings or (y) withdraws its ratings of the Relevant Entity (each such
event, a “Fitch
Required Ratings Downgrade”),
Party A
shall within two (2) Business Days of such S&P
Required Ratings Downgrade
or Fitch
Required Ratings Downgrade,
give
notice to Party B, the Servicer and the Indenutre Trustee of the occurrence
of
such downgrade
or withdrawal, and within 10 Business Days of the occurrence of such
S&P
Required Ratings Downgrade or within
30
calendar days of such Fitch Required Ratings Downgrade
(i)
comply with the terms of the Credit Support Annex and (ii) within 60 days
of the
date of the S&P Required Ratings Downgrade or
within
30 calendar days of such Fitch Required Ratings Downgrade,
in
addition to posting collateral pursuant to the Credit Support Annex
(x)
transfer (at its own cost) Party A’s rights and obligations hereunder to an
Eligible Replacement, in accordance with Part 5(e) of this Schedule or (y)
obtain (at Party A’s expense) an Eligible Guarantee or other similar assurance
in respect of Party A’s obligations under this Agreement that satisfies the
Rating Agency Condition, and such guaranty shall remain in effect only for
so
long as such downgrade or withdrawal is continuing with respect to Party
A. For
the purpose hereof, a “S&P
Required Ratings Downgrade”
shall
occur with respect to a Relevant Entity (x) if such entity is a Financial
Institution, its the short-term senior unsecured deposit rating is withdrawn
by
S&P or cease to be at least “A-2” (or if its short-term rating is not
available by S&P, in the event that its long-term unsecured and
unsubordinated debt rating is withdrawn or cease to be at least “BBB+” by
S&P) or (y) if such entity is not a Financial Institution, at any time its
short-term senior unsecured deposit rating is withdrawn or downgraded below
“A-1” (or if its short-term rating is not available by S&P, in the event
that its long-term unsecured and unsubordinated debt rating is withdrawn
or
cease to be at least “A+” by S&P).
14
Once
an
Eligible Replacement is in place, Party B shall return any such Eligible
Collateral to Party A pursuant to the terms of the Credit Support Annex and
to
the extent such Eligible Collateral has not already been applied in accordance
with this Agreement or the Credit Support Annex. Party B shall have the right
to
terminate this Agreement if at any time Party A fails to comply with any
of its
obligations under this paragraph in full and in a timely manner.
|
(r)
|
Definitions.
|
(i) Reference
is made to that certain Sale and Servicing Agreement dated as of the date
hereof
(the “Sale
and Servicing Agreement”)
among
Party B as the Issuer, Hyundai ABS Funding Corporation, Hyundai Motor Finance
Company, and Citibank, N.A., as Indenture Trustee. Capitalized terms used
but
not defined in this Agreement or this Schedule will have the meanings ascribed
to them in the Sale and Servicing Agreement or, if not defined therein, in
the
Indenture (as defined below).
(ii) As
used
herein:
|
“Credit
Support Annex” means
the 1994 ISDA Credit Support Annex between Party A and Party B
dated as of
the date hereof.
|
|
“Depositor”
means Hyundai ABS Funding
Corporation.
|
|
“Eligible
Collateral”
has the meaning set forth in the Credit Support
Annex.
|
“Eligible Guarantee”
means
an unconditional and irrevocable guarantee that is provided by a guarantor
that
has Rated Debt as principal debtor rather than surety and is directly
enforceable by Party B, the
form
and substance of which guarantee are subject to the Rating Agency Condition,
where
either
(A) a law firm has given a legal opinion confirming that none of the guarantor’s
payments to Party B under such guarantee will be subject to withholding for
tax
or (B) such guarantee provides that, in the event that any of such guarantor’s
payments to Party B are subject to withholding for tax, such guarantor is
required to pay such additional amount as is necessary to ensure that the
net
amount actually received by Party B (free and clear of any withholding tax)
will
equal the full amount Party B would have received had no such withholding
been
required.
15
“Eligible
Replacement”
means
an entity (A)(i) with the Moody’s First Trigger Required Ratings and/or the
Moody’s Second Trigger Required Ratings and that has Rated Debt with respect to
S&P and Fitch that is the subject of a legal opinion given by a law firm
confirming that none of its payments to Party B will be subject to withholding
for tax or (ii) whose present and future obligations owing to Party B are
guaranteed pursuant to an Eligible Guarantee provided by a guarantor that
has
Rated Debt with respect to S&P and Fitch and with the Moody’s First Trigger
Required Ratings and (B) could become a party to this Agreement (or party
to an
agreement in form and substance satisfactory to Party B, the Servicer and
the
Indenture Trustee) in accordance with Part 5(e) of this Schedule and pursuant
to
documentation which would not be less favorable to Party B than this
Agreement.
“Financial
Institution“ means
a
bank, broker/dealer, insurance company, structured investment vehicle or
derivative product company.
“Firm
Offer”
means
an offer which, when made, was capable of becoming legally binding upon
acceptance.
“Fitch”
means
Fitch, Inc. or its successor.
“Fitch
Approved Ratings”
means a
long-term unsecured and unsubordinated debt rating from Fitch of at least
“A”
and a short-term unsecured and unsubordinated debt rating from Fitch of at
least
“F1”.
“Fitch
Required Ratings”
means a
long-term unsecured and unsubordinated debt rating from Fitch of at least
“BBB-”.
|
“Free
Writing Prospectus”
means any free writing prospectus prepared in connection with the
public
offering of the Notes.
|
|
“Indenture”
means that certain Indenture dated as of the date hereof between
Party B,
as Issuer, and Citibank, N.A., as Indenture Trustee.
|
|
“Moody’s”
means ▇▇▇▇▇’▇ Investors Service, Inc. or its
successor.
|
“Moody’s
Short-term Rating”
means
a
rating assigned by Moody’s under its short-term rating scale in respect of an
entity’s
short-term, unsecured and unsubordinated debt obligations.
|
“Notes”
mean the asset-backed notes issued by Party B under the Indenture.
|
|
“Preliminary
Prospectus Supplement”
means any preliminary prospectus supplement prepared in connection
with
the public offering and sale of the
Notes.
|
|
“Prospectus
Supplement”
means any prospectus supplement prepared in connection with the
public
offering and sale of the Notes.
|
16
|
“Rated
Debt”
means, with respect to a Relevant Entity, (1) in the case of S&P, (i)
if such Relevant Entity is not a Financial Institution, S&P assigns
(x) a long-term debt rating equal to or higher than “A+” to the
counterparty, or (y) assigns a short-term debt rating equal to
or higher
than “A-1” to the counterparty, or (ii) if such Relevant Entity is a
Financial Institution, S&P assigns (x) a long-term debt rating equal
to or higher than “BBB+” to the counterparty, or (y) assigns a short-term
debt rating equal to or higher than “A-2” to the counterparty, (2) in the
case of Moody’s (i) Moody’s assigns (x) a long-term debt rating equal to
or higher than “A2” to the counterparty, and (y) a short-term debt rating
equal to or higher than “P1” to the counterparty (if the counterparty has
both long-term and short-term debt ratings), or (ii) Moody’s assigns a
long-term debt rating equal to or higher than “A1” to the counterparty (if
the counterparty only has a long-term debt rating) and (3) in the
case of
Fitch, assigns a
long-term unsecured and unsubordinated debt rating from Fitch of
at least
“A” and a short-term unsecured and unsubordinated debt rating from
Fitch
of at least “F1”.
|
|
“Rating
Agencies”
means S&P, ▇▇▇▇▇’▇ and ▇▇▇▇▇.
|
|
“Rating
Agency Condition”
means, with respect to any event or circumstance and each Rating
Agency,
either (a) written confirmation by such Rating Agency that the
occurrence
of such event or circumstance will not cause it to downgrade, qualify
or
withdraw its rating assigned to any of the Notes or (b) in the
case of
Moody’s only, that such Rating Agency shall have been given notice of
such
event or circumstance at least ten days prior to the occurrence
of such
event or circumstance (or, if ten days’ advance notice is impracticable,
as much advance notice as is practicable) and such Rating Agency
shall not
have issued any written notice that the occurrence of such event
or
circumstance will cause it to downgrade, qualify or withdraw its
rating
assigned to the Notes.
|
|
“Relevant
Entities”
means Party A and any guarantor under an Eligible Guarantee in
respect of
all of Party A’s present and future obligations under this Agreement.
|
|
“S&P”
means Standard & Poor’s, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies Inc.
or its successor.
|
|
“Servicer”
means Hyundai Motor Finance Company, a California
corporation.
|
|
(s)
|
Amendments.
Section 9(b) of this Agreement is hereby amended by inserting the
following at the end thereof:
|
|
it
being a further condition to any such amendment or modification
that the
Rating Agency Condition shall have been satisfied.
|
|
(t)
|
Regulation
AB Financial Disclosure.
|
Subject
to the last two paragraphs of this clause (t), so long as Party B, the
Depositor or any of such parties’ Affiliates (collectively, “Hyundai”)
shall
file reports in respect of the Notes with the Securities and Exchange Commission
(the “SEC”)
pursuant to Sections 13(a) or 15(d) of the the Securities Exchange Act of
1934,
as amended (the “Exchange
Act”),
Party
A agrees to Deliver within ten (10) calendar days of receipt of a written
request therefor by Party B or the Depositor, such information relating to
Party
A as may be necessary to enable Hyundai to comply with any SEC disclosure
requirements, including without limitation information concerning Party A
required by Items 1115 of Regulation AB and Forms 8-K, 10-D and 10-K and
any
information to be provided pursuant to or in accordance with any SEC comments
to
any of the foregoing; it being understood that Hyundai shall not be required
to
voluntarily suspend its reporting obligation with respect to the Notes at
any
time. To the extent necessary to comply with Regulation AB, Party A shall
obtain
any necessary auditor’s consents related to any financial statements of Party A
required to be incorporated by reference into any Free Writing Prospectus,
Preliminary Prospectus Supplement or Prospectus Supplement or report filed
by
Hyundai with the SEC and promptly to forward to the Depositor any such auditor
consents obtained. The information provided, or authorized to be incorporated
by
reference, by Party A pursuant to this Part 5(t) is referred to as the
“Additional
Information.”
17
For
the
purpose of this Part 5(t):
“Deliver”
includes actual delivery or transmission of information in an ▇▇▇▇▇-compatible
format or, in the case of any financial information required to be delivered
pursuant to Item 1115 of Regulation AB and Forms 8-K, 10-D and 10-K, making
such financial information available in an ▇▇▇▇▇-compatible format for
incorporation by reference to the extent permitted by Regulation AB, together
with actual delivery of all necessary auditor’s consents.
“▇▇▇▇▇”
means
the SEC’s Electronic Data Gathering, Analysis and Retrieval system.
“Regulation
AB”
means
Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject
to
such clarification and interpretation as have been provided by the SEC in
the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518,
70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the SEC, or
as may
be provided by the SEC or its staff from time to time.
If
at any
time during a period that reports are being filed with respect to Party B
and
the Notes in accordance with the Exchange Act and the rules and regulations
of
the SEC, as reasonably calculated by the Depositor, the “significance
percentage” of this Agreement for any class of the Notes is 8% or more, Party A
shall within five (5) Local Business Days following receipt of request therefor
demonstrate to the satisfaction of the the Depositor that it is able to provide
the Additional Information required under Item 1115(b)(1) of Regulation AB
for
Party A. If Party A is unable to satisfy the Depositor as to its ability
to
provide such information, Party A shall within five (5) Local Business Days
following receipt of request therefor, at the sole expense of Party A, without
any expense or liability to the Depositor or Party B, either (i) post Eligible
Collateral, in form, substance and amount satisfactory to the Depositor,
or (ii)
cause an Eligible Replacement (which satisfies the Rating Agency Condition
and
any other requirements of this Agreement, including the requirement to deliver
the indemnification and contribution agreement referred to in Part 3(b))
to
replace Party A as party to this Agreement that has agreed to Deliver any
information, report, certification or accountants’ consent when and as required
under this Part 5(t) hereof.
18
If
at any
time during a period that reports are being filed with respect to Party B
and
the Notes in accordance with the Exchange Act and the rules and regulations
of
the SEC, as reasonably calculated by the Depositor, the “significance
percentage” of this Agreement for any class of the Notes is 18% or more, Party A
shall within five (5) Local Business Days following receipt of request therefor
demonstrate to the satisfaction of the Depositor that it is able to provide
the
Additional Information required under Item 1115(b)(2) of Regulation AB for
Party
A. If Party A is unable to satisfy the Depositor as to its ability to provide
such information, Party A shall within five (5) Local Business Days following
receipt of request therefor, at the sole expense of Party A, without any
expense
or liability to the Depositor or Party B, cause an Eligible Replacement (which
satisfies the Rating Agency Condition and any other requirements of this
Agreement, including the requirement to deliver the indemnification and
contribution agreement referred to in Part 3(b)) to replace Party A as party
to
this Agreement that has agreed to Deliver any information, report, certification
or accountants’ consent when and as required under this Part 5(t)
hereof.
19
IN
WITNESS WHEREOF,
the
parties have executed this Schedule by their duly authorized officers as
of the
date first above written.
| HYUNDAI AUTO RECEIVABLES TRUST 2007-A | ||
| |
|
|
| By: | Wilmington
Trust
Company,
not
in its individual capacity
but
solely as owner trustee
|
|
| By: | /s/ W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | |
|
Name: W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ |
||
| Title: Vice President | ||
| HSBC BANK USA, NATIONAL ASSOCIATION | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
|
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ |
||
| Title: Vice President | ||
2007-A
Trust Schedule to
S-1